Exhibit 10.1

EMPLOYMENT AGREEMENT

(As Amended and Restated Effective as of the Date Below Executed)

This amended and restated EMPLOYMENT AGREEMENT (this “Agreement”), effective as of the date it is executed below (the “Effective Date”), is between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (“Company”), and Ronald Rubin (“Executive”).

BACKGROUND

Executive is currently the Chief Executive Officer and Chairman of Company. Company desires to continue to employ Executive, and Executive desires to continue to be so employed, on the terms and conditions contained in this amended and restated Agreement. Executive has been and will continue to be substantially involved with Company’s operations and management and has and will continue to have trade secrets and other confidential information relating to Company and its business relationships; accordingly, the noncompetition agreement and other restrictive covenants contained in Section 5 hereof constitute essential elements hereof.

Company and Executive desire to amend and restate Executive’s current Agreement so that, among other things, its terms and conditions comply with (or are exempt from) the deferred compensation rules set forth in section 409A of the Internal Revenue Code of 1986, as amended (the “IRC”), and the final regulations issued thereunder.

NOW, THEREFORE , in consideration of the premises and the mutual agreements contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1.1 Employment; Acceptance of Employment . Company hereby employs Executive and Executive hereby agrees to continue employment by Company for the period and upon the terms and conditions hereinafter set forth.

1.2 Capacity and Duties

(a) Executive shall continue to serve as Chief Executive Officer and Chairman of Company and, subject to the supervision and control of the Board of Trustees of Company (the “Board”), shall have the duties and authority generally consistent with such offices. Executive shall perform such other duties and shall have such authority as may from time to time be specified by the Board and as shall be consistent with the status and authority of his current offices. Executive shall also be a member of the Office of the Chairman so long as the Office of the Chairman exists. Executive shall also serve as Chief Executive Officer of PREIT Associates, L.P. (“PALP”), of which Company is the general partner.

(b) Executive understands that substantially all of the assets of Company consists of its general partner interest in PALP, and that the business operations of PALP and its direct and indirect subsidiaries constitute all of the business operations conducted by Company and its “Affiliates” (as defined in subsection (c) below). Accordingly, Company and Executive understand that most of Executive’s time and energy will be expended on behalf of PALP and its direct and indirect subsidiaries in Executive’s capacity as an officer of PALP rather than as an officer of Company.

(c) Except as permitted by subsection (d) below, Executive (i) shall devote his full working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner that will comply with Company’s published rules and policies in effect from time to time, and (ii) shall not be employed by or participate or engage in or in any manner be a part of the management or operation of any business enterprise other than Company and its Affiliates without the prior written consent of Company, which consent may be granted or withheld in the sole discretion of Company. “Affiliate” as used in this Agreement means any person or entity controlling, controlled by, or under common control with, Company. “Control,” as used in the definition of Affiliate, means the power to direct the management and policies of a person or entity, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; the terms “controlling” and “controlled” shall have correlative meanings. Further, any person or entity that owns beneficially, either directly or through one or more intermediaries, more than 20 percent of the ownership interests in a specified entity shall be presumed to control such entity for purposes of the definition of Affiliate.

(d) Notwithstanding the provisions of subsection (c) above, Executive may (i) continue his investments in the properties listed on Schedule 1.2 hereto and, subject to the provisions of Section 5.2 hereof, subsequent properties, provided that Executive’s activities with respect to such subsequent properties comply with any procedures adopted by the Board governing Executive’s non-Company related real estate activities, and (ii) subject to Section 5.2 hereof, serve on the board of directors or similar body of other organizations, including publicly owned corporations or other entities, philanthropic organizations and organizations in which Executive has made an investment, provided that Executive’s activities with respect to all of the foregoing do not, individually or in the aggregate, in any significant way, interfere with, detract from, or affect the performance of his duties for Company under this Agreement.

2.1 Term . The initial term of Executive’s employment hereunder shall begin on the Effective Date and last until December 31, 2009 (the “Expiration Date”), unless sooner terminated in accordance with the other provisions hereof. Except as hereinafter provided, on the Expiration Date and on each subsequent anniversary thereof, the Term (as hereinafter defined) shall be automatically extended for one year unless either party shall have given to the other party notice of non-renewal of this Agreement at least 120 calendar days prior to the expiration of the Term. The initial term of employment hereunder and each term as extended is a “Term.” If a non-renewal notice is given as provided above, Executive’s employment under this Agreement shall terminate (within the meaning of Section 4.8 hereof) on the last calendar day of the Term. If the non-renewal notice is given by Company, such termination of employment shall be a termination by Company without Cause, within the meaning of Section 4.4 hereof.

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3.1 Base Compensation . As compensation for Executive’s services, Company shall pay to Executive a salary at the initial annual rate of $565,430, payable in periodic installments in accordance with Company’s regular payroll practices in effect from time to time. Effective as of January 1, 2009 and as of any later date Executive’s salary may be increased pursuant to action taken or authorized by the Executive Compensation and Human Resources Committee (the “Committee”) of the Board. Executive’s annual salary cannot be decreased without the written consent of Executive. Executive’s annual salary, as determined in accordance with this Section, is hereinafter referred to as the “Base Salary.” No later than April 10 during any fiscal year during the Term, Company shall provide Executive with written notice of his Base Salary, bonus plan eligibility and equity incentive awards, if any, for the current fiscal year. Such notice shall provide sufficient information regarding Executive’s bonus plan eligibility so that Executive’s maximum potential bonus is readily ascertainable. Failure to provide such notice on a timely basis (such failure, a “Compensation Notice Delinquency”) shall not be deemed a breach by Company; however, Executive shall then be permitted to exercise his termination right under Section 4.7 hereof.

3.2 Cash Incentives . Executive shall be entitled during his employment hereunder to participate in such of Company’s cash incentive plans and programs as may from time to time be provided by Company for its executive officers, in each case as determined by the Committee or the Board, as appropriate.

3.3 Employee Benefits . In addition to the compensation provided for in Sections 3.1 and 3.2 hereof, Executive shall be entitled, during his employment hereunder, to participate in such of Company’s employee benefit plans and benefit programs, including medical benefit programs, as may from time to time be provided by Company for its executive officers. Company shall use its commercially reasonable efforts to provide Executive with health insurance through a preferred provider, traditional indemnity or equivalent plan.

3.4 Vacation . During the Term, Executive shall be entitled to a paid vacation of 25 business days during each calendar year or such additional number of days as is provided in the Employee Handbook published from time to time by Company (the “Company Employee Handbook”). Executive’s right to carry forward unused vacation days for a calendar year to any future calendar year shall be governed by the Company Employee Handbook as in effect from time to time.

3.5 Expense Reimbursement . Company shall reimburse Executive for all reasonable expenses incurred by him in connection with the performance of his duties hereunder in accordance with its regular reimbursement policies as in effect from time to time and upon receipt of itemized vouchers and such other supporting information with respect to such expenses as Company may reasonably require.

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3.6 Equity Plans . Executive shall be entitled, during his employment hereunder, to participate in such of Company’s equity incentive plans and programs as may from time to time be provided by Company for its executive officers at such level as shall be determined by the Committee or the Board, as appropriate.

3.7 Nonqualified Retirement Plan . Company has previously entered into a nonqualified supplemental executive retirement plan with Executive whereby Company has credited a bookkeeping account maintained by Company for Executive with a deemed contribution of $100,000 per fiscal year. Such deemed contribution shall be credited during the Term as of the first day of each fiscal year of Company and shall earn interest at the rate of 10 percent compounded annually. Executive shall at all times be fully vested in such account and such account shall be paid to Executive in the manner and at the time(s) specified in such plan.

3.8 Existing Grants . Executive shall be entitled to the benefit of all stock option, restricted share and performance unit grants heretofore made in accordance with the terms and conditions applicable to each thereof.

4.1 Death of Executive . If Executive dies during the Term, Company shall thereafter be obligated to continue to pay the Base Salary to Executive’s estate for the remainder of the Term or, if the remainder of the Term is less than three years, for a period of 36 months, periodically in accordance with Company’s regular payroll practices and, within 30 calendar days of the death of Executive, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of Executive’s death. If, for the year in which Executive dies, Company achieves the performance goals established in accordance with any cash incentive plan in which Executive participates, Company shall pay Executive’s estate, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon Executive’s death (i) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (ii) each outstanding nonqualified stock option (“NQSO”) granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (A) the later of 180 calendar days after the death of Executive or the period following the death of Executive that is set forth in the relevant stock option agreement or (B) the scheduled expiration date of such option, (iii) the exercise period of each incentive stock option (“ISO”) granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement, (iv) anything to the contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain

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restricted shares under the terms of the applicable restricted share award agreement (the “Award”) and shall vest or be forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (v) Executive’s spouse and dependents (if any) shall be entitled for the balance of the Term or, if the balance of the Term is less than three years, for a period of 36 months, to continue to receive medical benefits insurance coverage at Company’s expense if and to the extent Company was paying for such benefits for Executive’s spouse and dependents at the time of Executive’s death. Executive’s spouse and dependents shall be entitled to such rights as they may have to continue coverage at their sole expense as are then accorded under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

4.2 Disability of Executive . If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 calendar days during any period of 150 consecutive calendar days, Company shall have the right to terminate Executive’s employment (within the meaning of Section 4.8 hereof) upon 30 calendar days’ prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to pay to Executive, within the 30-calendar-day period following his termination of employment, a lump sum equal to (i) three times his Base Salary minus (ii) any disability payments reasonably projected to be received by Executive from disability insurance policies paid for by Company during the 36-month period following his termination of employment. Both the portion of the calculation in (i) of the preceding sentence and the portion of the calculation in (ii) of the preceding sentence shall be discounted from the dates that the Base Salary or disability payments (as applicable) would have been payable during the relevant period following termination in accordance with Company’s regular payroll practices or in accordance with such disability insurance policies (as applicable) to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in The Wall Street Journal (the “WSJ”) on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published. Company shall also, within 30 calendar days of such termination, pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. If, for the year in which Executive’s employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash incentive plan in which Executive participates, Company shall pay Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in the year in which his employment is terminated and the denominator of which is 365. Upon termination of Executive’s employment pursuant to this Section, (i) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (ii) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (A) the later of 180 calendar days after

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the termination of Executive’s employment pursuant to this Section or the period following the termination of Executive’s employment for disability as is set forth in the relevant stock option agreement, or (B) the scheduled expiration date of such option, (iii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement, (iv) anything to the contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the applicable Award and shall vest or be forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (v) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than three years, for a period of 36 months, to continue to receive at Company’s expense medical benefits coverage for Executive and his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

4.3 Termination for Cause . Executive’s employment hereunder shall terminate (within the meaning of Section 4.8 hereof) immediately upon notice that Company is terminating Executive for Cause, in which event Company shall not thereafter be obligated to make any further payments hereunder other than amounts (including salary, bonus, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination, and which shall be paid within 30 calendar days of such termination. Upon termination of Executive’s employment pursuant to this Section, (i) each outstanding NQSO granted to Executive before, on, or after the date hereof that is vested and currently exercisable as of the date Executive’s employment is terminated pursuant to this Section shall remain exercisable until the earlier of 30 calendar days following Executive’s termination or the scheduled expiration date of such option, (ii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement, (iii) all vested restricted shares granted to Executive shall be delivered to Executive free and clear of any restrictions, other than pursuant to applicable securities laws, and (iv) Executive and his spouse and dependents shall have such rights (if any) to continue medical benefits coverage at his or their sole expense following termination for Cause as are then accorded under COBRA for the COBRA coverage period. “Cause” shall mean the following:

(a) (i) fraud in connection with Executive’s employment, (ii) theft, misappropriation or embezzlement of funds of Company or any of its Affiliates, or (iii) an act resulting in termination pursuant to the provisions of the “Code” (as defined in Section 6.4 hereof);

(b) indictment of Executive for a crime involving moral turpitude;

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(c) breach of Executive’s obligations under Section 5.1 hereof or Section 5.2 hereof;

(d) failure of Executive to perform his duties to Company (other than on account of illness, accident, vacation or leave of absence) that persists for more than 30 calendar days after written demand for substantial performance which specifically identifies the manner in which Executive has failed to perform; or

(e) Executive’s repeated abuse of alcohol or drugs.

4.4 Termination Without Cause or for Good Reason

(a) If at any time during the Term (i) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Company for any reason other than Cause or the death or disability of Executive or (ii) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Executive for “Good Reason” (as hereinafter defined):

(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) below, Company shall pay Executive a lump-sum cash payment equal to three times (x) Executive’s then current Base Salary plus (y) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s then current Base Salary (the “Average Bonus”). The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have been payable – at the time of termination during the relevant period following termination in accordance with Company’s regular payroll practices – to present value on the date of payment at a discount rate equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in the WSJ on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published.

(2) Executive shall be entitled to continue, for three years, to receive at Company’s expense medical benefits coverage for Executive and his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

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(3) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of 180 calendar days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement.

(b) “Good Reason” shall mean the following:

(1) any action or inaction that constitutes a material breach of Company’s obligations to Executive hereunder;

(2) a material change in the geographic location at which Executive provides services; or

(3) a material diminution in Executive’s authority, duties or responsibilities;

provided, in each case, that Executive shall have given written notice thereof to Company within a period not to exceed 90 calendar days from the initial existence of the condition and Company shall have failed to remedy the condition within 30 calendar days after its receipt of such notice. Further, for Executive’s termination of employment (within the meaning of Section 4.8 hereof) to be for Good Reason, Executive must give Company irrevocable written notice of termination and such termination must occur before the end of the 120 calendar days following the end of the 30-calendar-day remedy period described above.

(c) Notwithstanding the foregoing, Company shall not be obligated to make the lump-sum cash payment under subsection (a)(1) above, unless Executive has executed and delivered to Company a further agreement, to be presented to Executive by Company on or before the 10 ^th calendar day after such termination that shall provide (i) an unconditional release by Executive of all claims, charges, complaints and grievances, whether known or unknown to Executive, against Company and any Affiliate (including, with respect to matters relating to his employment hereunder, any trustee, officer, employee or agent of Company or any Affiliate) through the date of Executive’s termination of employment; (ii) an undertaking to maintain the confidentiality of such agreement; and (iii) an undertaking to indemnify Company if Executive breaches such agreement.

Executive must sign and return the release to Company before the lump-sum payment is made to him; provided that, if the release is not timely presented to Executive, the requirement that Executive sign the release shall be waived. If the release is timely presented to Executive, but Executive does not sign and return the release to Company by the end of the applicable consideration period under the federal Age Discrimination in Employment Act (currently, either 21 or 45 calendar days), then Executive shall forfeit the lump-sum payment. If the release is timely signed and returned to Company and not thereafter revoked, such lump-sum payment shall be made to Executive on the first business day on or after the 75 ^th calendar day after such termination.

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(d) If Executive’s employment is terminated by Executive for Good Reason within six months before or 12 months after a “Change of Control” of Company (as defined in Section 4.5(d) hereof), Section 4.5 hereof shall govern the rights and obligations of the parties and this Section shall be of no effect.

4.5 Change of Control

(a) If, during a Term, there should be a Change of Control (as defined herein), and within six months before such Change of Control or 12 months thereafter either (1) Executive’s employment shall be terminated (within the meaning of Section 4.8 hereof) by Company for any reason other than for death, disability, or Cause or (2) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Executive for Good Reason:

(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay to Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.), that have been fully earned by, but not yet paid to, Executive under this Agreement as of such termination plus a lump-sum cash payment equal to three times (x) Executive’s then current annual Base Salary plus (y) the Average Bonus. If Executive’s employment is terminated during the six-month period before such Change of Control, the portion of the lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have been payable during the relevant period following termination in accordance with Company’s regular payroll practices to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in the WSJ on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published.

(2) Executive shall be entitled to continue, for three years, to receive medical benefits coverage for Executive and his spouse and dependents (if any), to the extent Executive was so entitled prior to such termination, at Company’s expense if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period during which Company paid such expense.

(b) Anything to the contrary in any other agreement or document now or hereafter existing notwithstanding, upon a Change of Control and without regard to whether Executive’s employment is thereafter terminated, Executive shall become fully vested as of the time immediately before such Change of Control in all then existing stock grants, each stock option previously issued to him thereupon shall become

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immediately vested and exercisable, without regard to continued employment or performance-based vesting standards, and each NQSO shall remain exercisable until the earlier of (i) the later of 180 calendar days after the Change of Control or the period following a Change of Control that is set forth in the relevant stock option agreement or (ii) the scheduled expiration date of such option. The exercise period of any ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement.

(c) In the event Executive is required to pay any excise tax imposed by section 4999 of the IRC (the “Excise Tax”), Company shall pay to Executive an additional payment in an amount equal to the full amount of the Excise Tax (the “Tax Reimbursement”); provided that Executive delivers acceptable evidence to Company regarding the calculation and payment of the Excise Tax within the 30-calendar-day period after the Excise Tax is paid. The Tax Reimbursement then shall be paid to Executive on the later of (i) the first business day after the 60 ^th calendar day after the Excise Tax is paid or (ii) the first business day of the seventh calendar month after the calendar month of his termination of employment (within the meaning of Section 4.8 hereof). The amount payable under this subsection (c) shall not be grossed-up to cover any excise, income or employment taxes assessed upon the Tax Reimbursement. Notwithstanding anything to the contrary in this subsection (c), if the amounts otherwise payable to Executive would, in the opinion of Company’s regularly engaged independent certified public accountants, constitute “excess parachute payments” within the meaning of section 280G of the IRC, and if the net after-tax payment to Executive (after giving effect to the Excise Tax and Tax Reimbursement) would be increased by reducing the total compensation payable pursuant to this Section to the maximum amount that may be paid to Executive without such payment constituting an “excess parachute payment,” then the compensation payable under this Section shall be so reduced. In the event Company determines such a reduction is necessary, it shall promptly notify Executive of the amount of the required reduction. To the fullest extent possible, such reduction shall first be effected through a reduction in the number of restricted shares that would otherwise vest and thereafter by a reduction in cash payments to the extent of the balance.

(d) A “Change of Control” of Company shall mean:

(1) The acquisition by an individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30 percent or more of the combined voting power of the then outstanding voting securities of Company entitled to vote generally in the election of trustees (the “Outstanding Shares”); provided, however, that the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from Company unless, in connection therewith, a majority of the individuals who constitute the Board as of the date immediately preceding such transaction cease to constitute at least a majority of the Board, (ii) any acquisition by Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Company or any entity controlled by Company, (iv) any acquisition by

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any individual, entity, or group in connection with a Business Combination (as defined below) that fails to qualify as a Change of Control pursuant to paragraphs (3) or (4) below, or (v) any acquisition by any Person entitled to file Form 13G under the Exchange Act with respect to such acquisition; or

(2) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a trustee subsequent to the date hereof whose appointment, election, or nomination for election by Company’s shareholders was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board or by a majority of the members of a committee authorized by the Incumbent Board to approve such appointment, election, or nomination (other than an appointment, election, or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the trustees of Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or

(3) Approval by the shareholders of Company of a reorganization, merger, or consolidation, or sale or other disposition of all or substantially all of the assets of Company (a “Business Combination”), in each case, if, following such Business Combination all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, less than 40 percent of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees or directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as such beneficial owners held their ownership, immediately prior to such Business Combination, of the Outstanding Shares; or

(4) Approval by the shareholders of Company of a Business Combination, if, following such Business Combination all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, 40 percent or more but less than 60 percent of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees or directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as such beneficial owners held their ownership, immediately prior to such Business Combination, of the Outstanding Shares, and (i) any Person (excluding any employee benefit plan (or related trust) of Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30 percent or more of, respectively, the then outstanding shares of equity securities of the entity resulting

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from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination, or (ii) at least a majority of the members of the board of trustees or directors of the entity resulting from such Business Combination were not members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination, or (iii) the Chief Executive Officer of Company at the time of the execution of the initial agreement providing for such Business Combination is not appointed or elected to a comparable or higher position with the entity resulting from such Business Combination, or (iv) the executive officers of Company holding the title of Executive Vice President or higher at the time of the execution of the initial agreement for such Business Combination constitute less than a majority of the executive officers holding comparable or higher titles of the entity resulting from such Business Combination; or

(5) Approval by the shareholders of Company of a complete liquidation or dissolution of Company.

Approval by the shareholders of Company of a Business Combination following which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, 60 percent or more of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees or directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries) shall not constitute a “Change of Control” unless following such transaction the provisions of paragraphs (1) or (2) above are independently satisfied.

4.6 Voluntary Termination . In the event Executive’s employment is voluntarily terminated (within the meaning of Section 4.8 hereof) by Executive without Good Reason, Company shall not be obligated to make any further payments to Executive under this Agreement other than amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive as of the date of Executive’s termination, which amounts shall be paid within 30 calendar days of such termination, Executive shall also have such rights to continue medical coverage at his sole expense following such voluntary termination as are then accorded under COBRA.

4.7 Special Termination Right . Executive shall have the right to terminate his employment (within the meaning of Section 4.8 hereof) hereunder upon 90 calendar days prior written notice given to Company at any time within 10 calendar days after (i) the occurrence, of a Compensation Notice Delinquency or (ii) the date on which he is notified pursuant to Section 3.1 hereof of his Base Salary and bonus plan eligibility with respect to any fiscal year of Company. Upon termination of Executive’s employment pursuant to this Section, Company shall not be obligated to make any further payments to Executive under this Agreement other than as provided in Section 4.6 hereof.

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4.8 Termination of Employment for Purposes of Compliance with (or Exemption from) Section 409A of IRC . Executive shall only have incurred a termination of employment from Company if Executive has separated from service with all entities in the group of entities under common control with Company, within the meaning of sections 414(b) and 414(c) of the IRC (using the phrase “at least 50 percent” rather than the phrase “at least 80 percent,” where applicable). The determination of whether Executive has had a termination of employment from Company shall be made by the Committee, applying the rules set forth in Treas. Reg. §1.409A-1(h) and any amendment thereof or successor thereto.

4.9 Section 409A Compliance . Except for (i) the first sentence of Section 4.1 hereof and (ii) Section 4.5(c) hereof, this Agreement is intended to be exempt from the requirements of section 409A of the IRC and the final regulations issued thereunder, primarily because of the short-term deferral exception to such coverage provided by Treas. Reg. §1.409A-1(b)(4), and this Agreement shall be construed and interpreted in accordance with such exception (and any other applicable exception) in order to avoid such coverage.

5.1 Confidentiality . Executive acknowledges a duty of confidentiality owed to Company and shall comply with the confidentiality section of the Company Employee Handbook as in effect from time to time.

5.2 Noncompetition . During the term of Executive’s employment and for one year after termination of Executive’s employment by Company for Cause or by Executive for other than either Good Reason or pursuant to his special termination right under Section 4.7 hereof, Executive shall not directly or indirectly: (i) engage, anywhere within 25 miles of any property in which Company or an Affiliate has a direct or indirect ownership interest, in any activity which competes in whole or in part with the activities of Company or any Affiliate at the time of such termination (a “Proximate Competitive Activity”) or (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, a consultant to, or give financial or other assistance to, any person or entity considering engaging in any Proximate Competitive Activity or so engaged; provided, however, that nothing herein shall prohibit Executive and his affiliates from (A) owning, as passive investors, in the aggregate not more than two percent of the outstanding publicly traded stock of any corporation engaged in a Proximate Competitive Activity; or (B) acquiring, developing, managing, or leasing any properties which do not involve a Proximate Competitive Activity, subject, however, to Sections 1.2(b) and 1.2(c) hereof. The duration of Executive’s covenants set forth in this Section shall be extended by a period of time equal to the number of calendar days, if any, during which Executive is finally determined to be in violation of the provisions hereof.

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5.3 Injunctive and Other Relief

(a) Executive acknowledges that the covenants contained in Sections 5.1, 5.2 and 6.3 hereof are fair and reasonable in light of the consideration paid hereunder, and that damages alone shall not be an adequate remedy for any breach by Executive of his covenants contained herein. Accordingly, in addition to any other remedies that Company may have, Company shall be entitled to injunctive relief in any court of competent jurisdiction for any breach or threatened breach of any such covenants by Executive. Nothing contained herein shall prevent or delay Company from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended breach by Executive of any of his obligations hereunder.

(b) In addition to such equitable relief with respect to Sections 5.1, 5.2 and 6.3 hereof, Company shall be entitled to monetary damages for any breach in an amount deemed reasonable to cover all actual and consequential losses, plus all monies received by Executive as a result of said breach and all costs and attorneys’ fees incurred by Company in enforcing this Agreement, provided, however, that Company shall have no right to set off any such monetary damages against amounts owed by Company to Executive under this Agreement or any other agreement between the parties. Any action initiated by Company for monetary damages related to any such breach shall be subject to Section 6.1 hereof.

6.1 Arbitration

(a) All disputes arising out of or relating to this Agreement that cannot be settled by the parties shall be settled by arbitration in Philadelphia, Pennsylvania, pursuant to the rules and regulations then obtaining of the American Arbitration Association; provided, that nothing herein shall preclude Company from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the case of any breach or threatened breach by Executive of Section 5.1 hereof, Section 5.2 hereof or Section 6.3 hereof. The decision of the arbitrators shall be final and binding upon the parties, and judgment upon such decision may be entered in any court of competent jurisdiction.

(b) Discovery shall be allowed pursuant to the intendment of the United States Federal Rules of Civil Procedure and as the arbitrators determine appropriate under the circumstances.

(c) The arbitration tribunal shall be formed of three arbitrators, one to be appointed by each party and the third to be appointed by the first two arbitrators. Such arbitrators shall be instructed to apply the contractual provisions hereof in deciding any matter submitted to them.

(d) The cost of any arbitration proceeding hereunder shall be borne equally by the parties. Each party shall be responsible for his or its own legal fees and expenses associated with any such arbitration.

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6.2 Prior Employment . Executive represents and warrants that he is not a party to any other employment, non-competition, joint venture, partnership, or other agreement or restriction that could interfere with his employment with Company in accordance with this Agreement or his or Company’s rights and obligations hereunder; and that his acceptance of continued employment with Company and the performance of his duties hereunder will not breach the provisions of any contract, agreement, or understanding to which he is party or any duty owed by him to any other person. Executive warrants and covenants that, while an employee of Company, he will not hereafter become a party to or be bound by any such conflicting agreement.

6.3 Solicitation of Employees . During the term of Executive’s employment and for two years thereafter, Executive shall not directly or indirectly solicit or contact any person who is employed by Company or any Affiliate with a view to the engagement or employment of such person by any person or entity or otherwise interfere with the employment relationship of Company or of any Affiliate with any of its employees.

6.4 Code of Business Conduct . Executive acknowledges that he is and shall be subject to the provisions of Company’s Code of Business Conduct and Ethics for Employees and Officers (as modified, amended or supplemented from time to time, the “Code”), including, without limitation, the enforcement provisions set forth in the Code. Executive agrees to comply with the provisions of the Code.

6.5 Indemnification/Litigation Assistance . Company shall indemnify and defend Executive against all claims arising out of Executive’s activities as an officer or employee of Company or its Affiliates to the fullest extent permitted by law and under Company’s Trust Agreement. In addition to the foregoing, Executive shall, upon reasonable notice, furnish such information and proper assistance to Company as may reasonably be required by Company in connection with any litigation in which it or its Affiliates are, or may become, parties. After termination of Executive’s employment, Executive shall be fairly compensated for providing assistance to Company that is more than incidental; provided, however, that the failure of Company and Executive to agree on such compensation shall not be the basis on which Executive withholds any information or assistance.

6.6 Severability . The invalidity or unenforceability of any particular provision or part of any provision of this Agreement shall not affect the other provisions or parts hereof. If any provision hereof is determined to be invalid or unenforceable by a court of competent jurisdiction by reason of the duration or geographical scope of the covenants contained therein, such duration or geographical scope, or both, shall be considered to be reduced to a duration or geographical scope to the extent necessary to cure such invalidity.

6.7 Assignment . This Agreement shall not be assignable by Executive, and shall be assignable by Company only to an Affiliate or to any person or entity that becomes a successor in interest (by purchase of assets or shares, or by merger, or otherwise) to Company in the business or a portion of the business presently operated by Company. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors, assigns, heirs, executors and administrators. An assignment by Company permitted under this Section shall not itself constitute a termination of Executive’s employment hereunder.

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6.8 Notices . All notices hereunder shall be in writing and shall be sufficiently given if hand-delivered, sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested, or by telegram or telecopy (confirmed by U.S. mail), receipt acknowledged, addressed as set forth below or to such other person and/or at such other address as may be furnished in writing by any party hereto to the other. Any such notice shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor, in all other cases. Any and all service of process and any other notice in any action, suit, or proceeding shall be effective against any party if given as provided in this Agreement; provided that nothing herein shall be deemed to affect the right of any party to serve process in any other manner permitted by law.

Pennsylvania Real Estate Investment Trust

200 South Broad Street, Third Floor

Philadelphia, PA 19102

Tel: (215) 875-0700

Fax: (215) 547-7311

Attention: Chairman, Executive Compensation and Human

      Resources Committee of the Board of Trustees

With a copy to:

Drinker Biddle & Reath LLP

One Logan Square

18 ^th  & Cherry Streets

Philadelphia, PA 19103

Tel: (215) 988-2794

Fax: (215) 988-2757

Attention: Howard A. Blum, Esquire

Ronald Rubin

243 Conshohocken State Road

Narberth, PA 19072

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With a copy to:

Cozen O’Connor

1900 Market Street

Philadelphia, PA 19103

Tel: (215) 665-4159

Fax: (215) 665-2013

Attention: E. Gerald Riesenbach, Esquire

6.9 Entire Agreement and Modification . This Agreement constitutes the entire agreement between the parties hereto with respect to the matters contemplated herein and supersedes and replaces all prior agreements and understandings with respect thereto, including but not limited to, any currently existing employment agreement between Executive and Company and any Affiliate. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege with respect to any occurrence or be construed as a waiver of any right, remedy, power, or privilege with respect to any other occurrence.

6.10 Governing Law . This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the internal laws of the Commonwealth of Pennsylvania (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.

6.11 Headings; Counterparts . The headings of Sections and subsections in this Agreement are for convenience only and shall not affect its interpretation. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same Agreement.

6.12 Delegation . Any action hereunder that may be taken or directed by the Board or by the Committee may be delegated by (i) the Board to a committee of the Board or to an individual trustee or officer, or (ii) the Committee to one or more members of the Committee or officers, and the determination of any such delegee or delegees shall have the same effect hereunder as a determination of the Board or the Committee, as applicable.

6.13 Company Assets . Executive acknowledges that no trustee, officer, director or shareholder of Company or any Affiliate is liable to Executive in respect of the payments or other matters set forth herein.

6.14 Amendment . No provision of this Agreement may be amended, modified, or waived except in a writing signed by Executive and such officer as may be specifically designated by Company to sign on its behalf.

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6.15 No Mitigation . In no event shall Executive be required to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment after termination of his employment hereunder.

6.16 Service as Trustee; Amendment of Trust Agreement or By-Laws

(a) Assuming that the Term has not been terminated and that a non-renewal notice has not been given to Executive, the Board shall nominate Executive as a candidate for election to the Board at each Annual Meeting of Shareholders of Company at which Executive’s term as a trustee is scheduled to expire, and Executive agrees to continue to serve as a trustee if elected. Upon termination of the Term of employment hereunder, Executive (unless otherwise requested by the Board) shall resign from the Board and from any positions he may then hold on the governing body of any Affiliate or subsidiary of Company.

(b) Company shall not amend, modify or repeal Paragraph 14 of its Trust Agreement or Article 5 of its By-Laws, each as currently in effect, if the effect of such amendment, modification or repeal would be to alter, to the detriment of Executive, the rights of Executive to indemnification or advance of expenses based on an act or failure to act that took place during Executive’s employment hereunder.

(c) It is agreed that Executive shall not have any equitable remedies of any nature (including, but not limited to, injunctive relief and specific performance) with respect to this Section, and that his sole remedy shall be as set forth in Section 4.4 hereof, Section 4.5 hereof or Section 4.6 hereof, whichever shall be applicable.

6.17 Legal Fees . Company agrees to pay all reasonable legal fees and expenses that Executive has incurred in the preparation and negotiation of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on this 30th day of December, 2008.

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Schedule 1.2

Permitted Activities

Exhibit 10.2

EMPLOYMENT AGREEMENT

(As Amended and Restated Effective as of the Date Below Executed)

This amended and restated EMPLOYMENT AGREEMENT (this “Agreement”), effective as of the date it is executed below (the “Effective Date”), is between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (“Company”), and George F. Rubin (“Executive”).

BACKGROUND

Executive is currently the Vice Chairman of Company. Company desires to continue to employ Executive, and Executive desires to continue to be so employed, on the terms and conditions contained in this amended and restated Agreement. Executive has been and will continue to be substantially involved with Company’s operations and management and has and will continue to have trade secrets and other confidential information relating to Company and its business relationships; accordingly, the noncompetition agreement and other restrictive covenants contained in Section 5 hereof constitute essential elements hereof.

Company and Executive desire to amend and restate Executive’s current Agreement so that, among other things, its terms and conditions comply with (or are exempt from) the deferred compensation rules set forth in section 409A of the Internal Revenue Code of 1986, as amended (the “IRC”), and the final regulations issued thereunder.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1.1 Employment; Acceptance of Employment . Company hereby employs Executive and Executive hereby agrees to continue employment by Company for the period and upon the terms and conditions hereinafter set forth.

1.2 Capacity and Duties

(a) Executive shall continue to serve as Vice Chairman of Company. Subject to Section 4.4(b)(3) hereof, Executive shall also be a member of the Office of the Chair so long as the Office of the Chair exists. As Vice Chairman, Executive shall, subject to the supervision and control of the Chief Executive Officer of Company, oversee the acquisition and development functions of Company. While serving as Vice Chairman, Executive shall perform such other duties and shall have such authority as may from time to time be specified by the Chief Executive Officer of Company and as shall be consistent with the status and authority of his office. Executive shall also serve as Vice Chairman of PREIT Associates, L.P. (“PALP”), of which Company is the general partner.

(b) Executive understands that substantially all of the assets of Company consists of its general partner interest in PALP, and that the business operations of PALP and its direct and indirect subsidiaries constitute all of the business operations conducted by Company and its “Affiliates” (as defined in subsection (c) below). Accordingly, Company and Executive understand that most of Executive’s time and energy will be expended on behalf of PALP and its direct and indirect subsidiaries in Executive’s capacity as an officer of PALP rather than as an officer of Company.

(c) Except as permitted by subsection (d) below, Executive (i) shall devote his full working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner that will comply with Company’s published rules and policies in effect from time to time, and (ii) shall not be employed by or participate or engage in or in any manner be a part of the management or operation of any business enterprise other than Company and its Affiliates without the prior written consent of Company, which consent may be granted or withheld in the sole discretion of Company. “Affiliate” as used in this Agreement means any person or entity controlling, controlled by, or under common control with, Company. “Control,” as used in the definition of Affiliate, means the power to direct the management and policies of a person or entity, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; the terms “controlling” and “controlled” shall have correlative meanings. Further, any person or entity that owns beneficially, either directly or through one or more intermediaries, more than 20 percent of the ownership interests in a specified entity shall be presumed to control such entity for purposes of the definition of Affiliate.

(d) Notwithstanding the provisions of subsection (c) above, Executive may (i) continue his investments in the properties listed on Schedule 1.2 hereto and, subject to the provisions of Section 5.2 hereof, subsequent properties, provided that Executive’s activities with respect to such subsequent properties comply with any procedures adopted by the Board of Trustees of Company (the “Board”) governing Executive’s non-Company related real estate activities, and (ii) subject to Section 5.2 hereof, serve on the board of directors or similar body of other organizations, including publicly owned corporations or other entities, philanthropic organizations, and organizations in which Executive has made an investment, provided that Executive’s activities with respect to all of the foregoing do not, individually or in the aggregate, in any significant way, interfere with, detract from, or affect the performance of his duties for Company under this Agreement.

2.1 Term . The initial term of Executive’s employment hereunder shall begin on the Effective Date and last until December 31, 2009 (the “Expiration Date”), unless sooner terminated in accordance with the other provisions hereof. Except as hereinafter provided, on the Expiration Date and on each subsequent anniversary thereof, the Term (as hereinafter defined) shall be automatically extended for one year unless either party shall have given to the other party notice of non-renewal of this Agreement at least 120 calendar days prior to the expiration of the Term. The initial term of employment hereunder and each term as extended is a “Term.” If a non-renewal notice is given as

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provided above, Executive’s employment under this Agreement shall terminate (within the meaning of Section 4.8 hereof) on the last calendar day of the Term. If the non-renewal notice is given by Company, such termination of employment shall be a termination by Company without Cause, within the meaning of Section 4.4 hereof.

3.1 Base Compensation . As compensation for Executive’s services, Company shall pay to Executive a salary at the initial annual rate of $408,777, payable in periodic installments in accordance with Company’s regular payroll practices in effect from time to time. Effective as of January 1, 2009 and as of any later date, Executive’s salary may be increased pursuant to action taken or authorized by the Executive Compensation and Human Resources Committee (the “Committee”) of the Board. Executive’s annual salary cannot be decreased without the written consent of Executive. Executive’s annual salary, as determined in accordance with this Section, is hereinafter referred to as the “Base Salary.” No later than April 10 during any fiscal year during the Term, Company shall provide Executive with written notice of his Base Salary, bonus plan eligibility, and equity incentive awards, if any, for the current fiscal year. Such notice shall provide sufficient information regarding Executive’s bonus plan eligibility so that Executive’s maximum potential bonus is readily ascertainable. Failure to provide such notice on a timely basis (such failure, a “Compensation Notice Delinquency”) shall not be deemed a breach by Company; however, Executive shall then be permitted to exercise his termination right under Section 4.7 hereof.

3.2 Cash Incentives . Executive shall be entitled during his employment hereunder to participate in such of Company’s cash incentive plans and programs as may from time to time be provided by Company for its executive officers, in each case as determined by the Committee or the Board, as appropriate.

3.3 Employee Benefits . In addition to the compensation provided for in Sections 3.1 and 3.2 hereof, Executive shall be entitled, during his employment hereunder, to participate in such of Company’s employee benefit plans and benefit programs, including medical benefit programs, as may from time to time be provided by Company for its executive officers. Company shall use its commercially reasonable efforts to provide Executive with health insurance through a preferred provider, traditional indemnity or equivalent plan.

3.4 Vacation . During the Term, Executive shall be entitled to a paid vacation of 25 business days during each calendar year or such additional number of days as is provided in the Employee Handbook published from time to time by Company (the “Company Employee Handbook”). Executive’s right to carry forward unused vacation days for a calendar year to any future calendar year shall be governed by the Company Employee Handbook as in effect from time to time.

3.5 Expense Reimbursement . Company shall reimburse Executive for all reasonable expenses incurred by him in connection with the performance of his duties hereunder in accordance with its regular reimbursement policies as in effect from time to time and upon receipt of itemized vouchers and such other supporting information with respect to such expenses as Company may reasonably require.

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3.6 Equity Plans . Executive shall be entitled, during his employment hereunder, to participate in such of Company’s equity incentive plans and programs as may from time to time be provided by Company for its executive officers at such level as shall be determined by the Committee or the Board, as appropriate.

3.7 Nonqualified Retirement Plan . Company has previously entered into a nonqualified supplemental executive retirement plan with Executive whereby Company has credited a bookkeeping account maintained by Company for Executive with a deemed contribution per fiscal year. Company acknowledges that Executive is entitled to continue receiving benefits under and in accordance with the terms of such plan; provided that, as of the first calendar day of each fiscal year of Company beginning with its 2004 fiscal year, the deemed contribution credited to Executive shall be $35,000 per fiscal year, which amount shall earn interest at the rate of 10 percent compounded annually. Executive shall at all times be fully vested in such account and such account shall be paid to Executive in the manner and at the time(s) specified in such plan.

3.8 Existing Grants . Executive shall be entitled to the benefit of all stock option, restricted share, and performance unit grants heretofore made in accordance with the terms and conditions applicable to each thereof.

4.1 Death of Executive . If Executive dies during the Term, Company shall thereafter be obligated to continue to pay the Base Salary to Executive’s estate for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with Company’s regular payroll practices and, within 30 calendar days of the death of Executive, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of Executive’s death. If, for the year in which Executive dies, Company achieves the performance goals established in accordance with any cash incentive plan in which Executive participates, Company shall pay Executive’s estate, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon Executive’s death, (i) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (ii) each outstanding nonqualified stock option (“NQSO”) granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (A) the later of 180 calendar days after the death of Executive or the period following the death of Executive that is set forth in the relevant stock option agreement or (B) the scheduled expiration date of such option, (iii) the exercise period of each incentive stock option (“ISO”) granted to Executive before, on or after the date hereof shall be governed by the terms of the

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relevant ISO agreement, (iv) anything to the contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the applicable restricted share award agreement (the “Award”) and shall vest or be forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (v) Executive’s spouse and dependents (if any) shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive medical benefits insurance coverage at Company’s expense if and to the extent Company was paying for such benefits for Executive’s spouse and dependents at the time of Executive’s death. Executive’s spouse and dependents shall be entitled to such rights as they may have to continue coverage at their sole expense as are then accorded under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

4.2 Disability of Executive . If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 calendar days during any period of 150 consecutive calendar days, Company shall have the right to terminate (within the meaning of Section 4.8 hereof) Executive’s employment upon 30 calendar days’ prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to pay to Executive, within the 30-calendar-day period following his termination of employment, a lump sum equal to (i) the greater of the amount of his Base Salary computed through the remainder of the Term or his Base Salary, in either case minus (ii) any disability payments reasonably projected to be received by Executive from disability insurance policies paid for by Company during the longer of the remainder of the Term or 12 months following his termination of employment. Both the portion of the calculation in (i) of the preceding sentence and the portion of the calculation in (ii) of the preceding sentence shall be discounted from the dates that the Base Salary or disability payments (as applicable) would have been payable during the relevant period following termination in accordance with Company’s regular payroll practices or in accordance with such disability insurance policies (as applicable) to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in The Wall Street Journal (the “WSJ”) on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published. Company shall also, within 30 calendar days of such termination, pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. If, for the year in which Executive’s employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash incentive plan in which Executive participates, Company shall pay Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which

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is the number of calendar days Executive was employed in the year in which his employment is terminated and the denominator of which is 365. Upon termination of Executive’s employment pursuant to this Section, (i) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (ii) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (A) the later of 180 calendar days after the termination of Executive’s employment pursuant to this Section or the period following the termination of Executive’s employment for disability as is set forth in the relevant stock option agreement, or (B) the scheduled expiration date of such option, (iii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement, (iv) anything to the contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the applicable Award and shall vest or be forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (v) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company’s expense medical benefits coverage for Executive and his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

4.3 Termination for Cause . Executive’s employment hereunder shall terminate (within the meaning of Section 4.8 hereof) immediately upon notice that Company is terminating Executive for Cause, in which event Company shall not thereafter be obligated to make any further payments hereunder other than amounts (including salary, bonus, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination, and which shall be paid within 30 calendar days of such termination. Upon termination of Executive’s employment pursuant to this Section, (i) each outstanding NQSO granted to Executive before, on, or after the date hereof that is vested and currently exercisable as of the date Executive’s employment is terminated pursuant to this Section shall remain exercisable until the earlier of 30 calendar days following Executive’s termination or the scheduled expiration date of such option, (ii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement, (iii) all vested restricted shares granted to Executive shall be delivered to Executive free and clear of any restrictions, other than pursuant to applicable securities laws, and (iv) Executive and his spouse and dependents shall have such rights (if any) to continue medical benefits coverage at his or their sole expense following termination for Cause as are then accorded under COBRA for the COBRA coverage period. “Cause” shall mean the following:

(a) (i) fraud in connection with Executive’s employment, (ii) theft, misappropriation or embezzlement of funds of Company or any of its Affiliates, or (iii) an act resulting in termination pursuant to the provisions of the “Code” (as defined in Section 6.4 hereof);

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(b) indictment of Executive for a crime involving moral turpitude;

(c) breach of Executive’s obligations under Section 5.1 hereof or Section 5.2 hereof;

(d) failure of Executive to perform his duties to Company (other than on account of illness, accident, vacation or leave of absence) that persists for more than 30 calendar days after written demand for substantial performance which specifically identifies the manner in which Executive has failed to perform; or

(e) Executive’s repeated abuse of alcohol or drugs.

4.4 Termination Without Cause or for Good Reason

(a) If at any time during the Term, (i) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Company for any reason other than Cause or the death or disability of Executive or (ii) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Executive for “Good Reason” (as hereinafter defined):

(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) below, Company shall pay Executive a lump-sum cash payment equal to three times (x) Executive’s then current Base Salary plus (y) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s then current Base Salary (the “Average Bonus”). The portion of the lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have been payable – at the time of termination during the relevant period following termination in accordance with Company’s regular payroll practices – to present value on the date of payment at a discount rate equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in the WSJ on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published.

(2) Executive shall be entitled to continue, for two years, to receive at Company’s expense medical benefits coverage for Executive and his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

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(3) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of 180 calendar days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement.

(b) “Good Reason” shall mean the following:

(1) any action or inaction that constitutes a material breach of Company’s obligations to Executive hereunder;

(2) a material change in the geographic location at which Executive provides services; or

(3) a material diminution in Executive’s authority, duties or responsibilities; provided, however, that Executive’s removal from the Office of the Chair shall not be a basis for “Good Reason” termination (or otherwise be a breach by Company hereunder) if there is only one officer in the Office of the Chair;

provided, in each case, that Executive shall have given written notice thereof to Company within a period not to exceed 90 calendar days from the initial existence of the condition, and Company shall have failed to remedy the condition within 30 calendar days after its receipt of such notice. Further, for Executive’s termination of employment (within the meaning of Section 4.8 hereof) to be for Good Reason, Executive must give Company irrevocable written notice of termination and such termination must occur before the end of the 120 calendar days following the end of the 30-calendar-day remedy period described above.

(c) Notwithstanding the foregoing, Company shall not be obligated to make the lump-sum cash payment under subsection (a)(1) above unless Executive has executed and delivered to Company a further agreement, to be presented to Executive by Company on or before the 10 ^th calendar day after such termination, that shall provide (i) an unconditional release by Executive of all claims, charges, complaints and grievances, whether known or unknown to Executive, against Company and any Affiliate (including, with respect to matters relating to his employment hereunder, any trustee, officer, employee or agent of Company or any Affiliate) through the date of Executive’s termination of employment; (ii) an undertaking to maintain the confidentiality of such agreement; and (iii) an undertaking to indemnify Company if Executive breaches such agreement.

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Executive must sign and return the release to Company before the lump-sum payment is made to him; provided that, if the release is not timely presented to Executive, the requirement that Executive sign the release shall be waived. If the release is timely presented to Executive, but Executive does not sign and return the release to Company by the end of the applicable consideration period under the federal Age Discrimination in Employment Act (currently, either 21 or 45 calendar days), then Executive shall forfeit the lump-sum payment. If the release is timely signed and returned to Company and not thereafter revoked, such lump-sum payment shall be made to Executive on the first business day on or after the 75 ^th calendar day after such termination.

(d) If Executive’s employment is terminated by Executive for Good Reason within six months before or 12 months after a “Change of Control” of Company (as defined in Section 4.5(d) hereof), Section 4.5 hereof shall govern the rights and obligations of the parties and this Section shall be of no effect.

4.5 Change of Control

(a) If, during a Term, there should be a Change of Control (as defined herein), and within six months before such Change of Control or 12 months thereafter either (i) Executive’s employment shall be terminated (within the meaning of Section 4.8 hereof) by Company for any reason other than for death, disability or Cause or (ii) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Executive for Good Reason:

(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay to Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.), that have been fully earned by, but not yet paid to, Executive under this Agreement as of such termination plus a lump-sum cash payment equal to three times (x) Executive’s then current annual Base Salary plus (y) the Average Bonus. If Executive’s employment is terminated during the six-month period before such Change of Control, the portion of the lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have been payable during the relevant period following termination in accordance with Company’s regular payroll practices to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in the WSJ on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published.

(2) Executive shall be entitled to continue, for two years, to receive medical benefits coverage for Executive and his spouse and dependents (if any), to the extent Executive was so entitled prior to such termination, at Company’s expense if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period during which Company paid such expense.

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(b) Anything to the contrary in any other agreement or document now or hereafter existing notwithstanding, upon a Change of Control and without regard to whether Executive’s employment is thereafter terminated, Executive shall become fully vested as of the time immediately before such Change of Control in all then existing stock grants, each stock option previously issued to him thereupon shall become immediately vested and exercisable, without regard to continued employment or performance-based vesting standards, and each NQSO shall remain exercisable until the earlier of (i) the later of 180 calendar days after the Change of Control or the period following a Change of Control that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of any ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement.

(c) In the event Executive is required to pay any excise tax imposed by section 4999 of the IRC (the “Excise Tax”), Company shall pay to Executive an additional payment in an amount equal to the full amount of the Excise Tax (the “Tax Reimbursement”); provided that Executive delivers acceptable evidence to Company regarding the calculation and payment of the Excise Tax within the 30-calendar-day period after the Excise Tax is paid. The Tax Reimbursement then shall be paid to Executive on the later of (i) the first business day after the 60 ^th calendar day after the Excise Tax is paid or (ii) the first business day of the seventh calendar month after the calendar month of his termination of employment (within the meaning of Section 4.8 hereof). The amount payable under this subsection (c) shall not be grossed-up to cover any excise, income or employment taxes assessed upon the Tax Reimbursement. Notwithstanding anything to the contrary in this subsection (c), if the amounts otherwise payable to Executive would, in the opinion of Company’s regularly engaged independent certified public accountants, constitute “excess parachute payments” within the meaning of section 280G of the IRC and, if the net after-tax payment to Executive (after giving effect to the Excise Tax and Tax Reimbursement) would be increased by reducing the total compensation payable pursuant to this Section to the maximum amount that may be paid to Executive without such payment constituting an “excess parachute payment,” then the compensation payable under this Section shall be so reduced. In the event Company determines such a reduction is necessary, it shall promptly notify Executive of the amount of the required reduction. To the fullest extent possible, such reduction shall first be effected through a reduction in the number of restricted shares that would otherwise vest and thereafter by a reduction in cash payments to the extent of the balance.

(d) A “Change of Control” of Company shall mean:

(1) The acquisition by an individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30 percent or more of the combined voting power of the then outstanding voting securities of Company entitled

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to vote generally in the election of trustees (the “Outstanding Shares”); provided, however, that the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from Company unless, in connection therewith, a majority of the individuals who constitute the Board as of the date immediately preceding such transaction cease to constitute at least a majority of the Board, (ii) any acquisition by Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Company or any entity controlled by Company, (iv) any acquisition by any individual, entity, or group in connection with a Business Combination (as defined below) that fails to qualify as a Change of Control pursuant to paragraphs (3) or (4) below, or (v) any acquisition by any Person entitled to file Form 13G under the Exchange Act with respect to such acquisition; or

(2) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a trustee subsequent to the date hereof whose appointment, election, or nomination for election by Company’s shareholders was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board or by a majority of the members of a committee authorized by the Incumbent Board to approve such appointment, election, or nomination (other than an appointment, election, or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the trustees of Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or

(3) Approval by the shareholders of Company of a reorganization, merger, or consolidation, or sale or other disposition of all or substantially all of the assets of Company (a “Business Combination”), in each case, if, following such Business Combination all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, less than 40 percent of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees or directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as such beneficial owners held their ownership, immediately prior to such Business Combination, of the Outstanding Shares; or

(4) Approval by the shareholders of Company of a Business Combination, if, following such Business Combination all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, 40 percent or more but less than 60 percent of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees or directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation,

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an entity which, as a result of such transaction, owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as such beneficial owners held their ownership, immediately prior to such Business Combination, of the Outstanding Shares, and (i) any Person (excluding any employee benefit plan (or related trust) of Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30 percent or more of, respectively, the then outstanding shares of equity securities of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination, or (ii) at least a majority of the members of the board of trustees or directors of the entity resulting from such Business Combination were not members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination, or (iii) the Chief Executive Officer of Company at the time of the execution of the initial agreement providing for such Business Combination is not appointed or elected to a comparable or higher position with the entity resulting from such Business Combination, or (iv) the executive officers of Company holding the title of Executive Vice President or higher at the time of the execution of the initial agreement for such Business Combination constitute less than a majority of the executive officers holding comparable or higher titles of the entity resulting from such Business Combination; or

(5) Approval by the shareholders of Company of a complete liquidation or dissolution of Company.

Approval by the shareholders of Company of a Business Combination following which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, 60 percent or more of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees or directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries) shall not constitute a “Change of Control” unless following such transaction the provisions of paragraphs (1) or (2) above are independently satisfied.

4.6 Voluntary Termination . In the event Executive’s employment is voluntarily terminated (within the meaning of Section 4.8 hereof) by Executive without Good Reason, Company shall not be obligated to make any further payments to Executive under this Agreement other than amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive as of the date of Executive’s termination, which amounts shall be paid within 30 calendar days of such termination. Executive shall also have such rights to continue medical coverage at his sole expense following such voluntary termination as are then accorded under COBRA.

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4.7 Special Termination Right . Executive shall have the right to terminate his employment (within the meaning of Section 4.8 hereof) hereunder upon 90 calendar days prior written notice given to Company at any time within 10 calendar days after (i) the occurrence of a Compensation Notice Delinquency or (ii) the date on which he is notified pursuant to Section 3.1 hereof of his Base Salary and bonus plan eligibility with respect to any fiscal year of Company. Upon termination of Executive’s employment pursuant to this Section, Company shall not be obligated to make any further payments to Executive under this Agreement other than as provided in Section 4.6 hereof.

4.8 Termination of Employment for Purposes of Compliance with (or Exemption from) Section 409A of IRC . Executive shall only have incurred a termination of employment from Company if Executive has separated from service with all entities in the group of entities under common control with Company, within the meaning of sections 414(b) and 414(c) of the IRC (using the phrase “at least 50 percent” rather than the phrase “at least 80 percent,” where applicable). The determination of whether Executive has had a termination of employment from Company shall be made by the Committee, applying the rules set forth in Treas. Reg. §1.409A-1(h) and any amendment thereof or successor thereto.

4.9 Section 409A Compliance . Except for (i) the first sentence of Section 4.1 hereof and (ii) Section 4.5(c) hereof, this Agreement is intended to be exempt from the requirements of section 409A of the IRC and the final regulations issued thereunder, primarily because of the short-term deferral exception to such coverage provided by Treas. Reg. §1.409A-1(b)(4), and this Agreement shall be construed and interpreted in accordance with such exception (and any other applicable exception) in order to avoid such coverage.

5.1 Confidentiality . Executive acknowledges a duty of confidentiality owed to Company and shall comply with the confidentiality section of the Company Employee Handbook as in effect from time to time.

5.2 Noncompetition . During the term of Executive’s employment and for one year after termination of Executive’s employment by Company for Cause or by Executive for other than either Good Reason or pursuant to his special termination right under Section 4.7 hereof, Executive shall not directly or indirectly (i) engage, anywhere within 25 miles of any property in which Company or an Affiliate has a direct or indirect ownership interest, in any activity which competes in whole or in part with the activities of Company or any Affiliate at the time of such termination (a “Proximate Competitive Activity”) or (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, a consultant to, or give financial or other assistance to, any person or entity considering engaging in any Proximate Competitive Activity or so engaged; provided, however, that nothing herein shall prohibit Executive and his affiliates from (A) owning, as passive investors, in the aggregate not more than two percent of the outstanding publicly traded stock of any corporation engaged in a Proximate Competitive Activity; or (B) acquiring, developing, managing, or leasing any properties which do not involve a

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Proximate Competitive Activity, subject, however, to Sections 1.2(b) and 1.2(c) hereof. The duration of Executive’s covenants set forth in this Section shall be extended by a period of time equal to the number of calendar days, if any, during which Executive is finally determined to be in violation of the provisions hereof.

5.3 Injunctive and Other Relief

(a) Executive acknowledges that the covenants contained in Sections 5.1, 5.2 and 6.3 hereof are fair and reasonable in light of the consideration paid hereunder, and that damages alone shall not be an adequate remedy for any breach by Executive of his covenants contained herein. Accordingly, in addition to any other remedies that Company may have, Company shall be entitled to injunctive relief in any court of competent jurisdiction for any breach or threatened breach of any such covenants by Executive. Nothing contained herein shall prevent or delay Company from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended breach by Executive of any of his obligations hereunder.

(b) In addition to such equitable relief with respect to Sections 5.1, 5.2 and 6.3 hereof, Company shall be entitled to monetary damages for any breach in an amount deemed reasonable to cover all actual and consequential losses, plus all monies received by Executive as a result of said breach and all costs and attorneys’ fees incurred by Company in enforcing this Agreement, provided, however, that Company shall have no right to set off any such monetary damages against amounts owed by Company to Executive under this Agreement or any other agreement between the parties. Any action initiated by Company for monetary damages related to any such breach shall be subject to Section 6.1 hereof.

6.1 Arbitration

(a) All disputes arising out of or relating to this Agreement that cannot be settled by the parties shall be settled by arbitration in Philadelphia, Pennsylvania, pursuant to the rules and regulations then obtaining of the American Arbitration Association; provided, that nothing herein shall preclude Company from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the case of any breach or threatened breach by Executive of Section 5.1 hereof, Section 5.2 hereof or Section 6.3 hereof. The decision of the arbitrators shall be final and binding upon the parties, and judgment upon such decision may be entered in any court of competent jurisdiction.

(b) Discovery shall be allowed pursuant to the intendment of the United States Federal Rules of Civil Procedure and as the arbitrators determine appropriate under the circumstances.

(c) The arbitration tribunal shall be formed of three arbitrators, one to be appointed by each party and the third to be appointed by the first two arbitrators. Such arbitrators shall be instructed to apply the contractual provisions hereof in deciding any matter submitted to them.

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(d) The cost of any arbitration proceeding hereunder shall be borne equally by the parties. Each party shall be responsible for his or its own legal fees and expenses associated with any such arbitration.

6.2 Prior Employment . Executive represents and warrants that he is not a party to any other employment, non-competition, joint venture, partnership, or other agreement or restriction that could interfere with his employment with Company in accordance with this Agreement or his or Company’s rights and obligations hereunder; and that his acceptance of continued employment with Company and the performance of his duties hereunder will not breach the provisions of any contract, agreement, or understanding to which he is party or any duty owed by him to any other person. Executive warrants and covenants that, while an employee of Company, he will not hereafter become a party to or be bound by any such conflicting agreement.

6.3 Solicitation of Employees . During the term of Executive’s employment and for two years thereafter, Executive shall not directly or indirectly solicit or contact any person who is employed by Company or any Affiliate with a view to the engagement or employment of such person by any person or entity or otherwise interfere with the employment relationship of Company or of any Affiliate with any of its employees.

6.4 Code of Business Conduct . Executive acknowledges that he is and shall be subject to the provisions of Company’s Code of Business Conduct and Ethics for Employees and Officers (as modified, amended or supplemented from time to time, the “Code”), including, without limitation, the enforcement provisions set forth in the Code. Executive agrees to comply with the provisions of the Code.

6.5 Indemnification/Litigation Assistance . Company shall indemnify and defend Executive against all claims arising out of Executive’s activities as an officer or employee of Company or its Affiliates to the fullest extent permitted by law and under Company’s Trust Agreement. In addition to the foregoing, Executive shall, upon reasonable notice, furnish such information and proper assistance to Company as may reasonably be required by Company in connection with any litigation in which it or its Affiliates are, or may become, parties. After termination of Executive’s employment, Executive shall be fairly compensated for providing assistance to Company that is more than incidental; provided, however, that the failure of Company and Executive to agree on such compensation shall not be the basis on which Executive withholds any information or assistance.

6.6 Severability . The invalidity or unenforceability of any particular provision or part of any provision of this Agreement shall not affect the other provisions or parts hereof. If any provision hereof is determined to be invalid or unenforceable by a court of competent jurisdiction by reason of the duration or geographical scope of the covenants contained therein, such duration or geographical scope, or both, shall be considered to be reduced to a duration or geographical scope to the extent necessary to cure such invalidity.

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6.7 Assignment . This Agreement shall not be assignable by Executive, and shall be assignable by Company only to an Affiliate or to any person or entity that becomes a successor in interest (by purchase of assets or shares, or by merger, or otherwise) to Company in the business or a portion of the business presently operated by Company. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors, assigns, heirs, executors and administrators. An assignment by Company permitted under this Section shall not itself constitute a termination of Executive’s employment hereunder.

6.8 Notices . All notices hereunder shall be in writing and shall be sufficiently given if hand-delivered, sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested, or by telegram or telecopy (confirmed by U.S. mail), receipt acknowledged, addressed as set forth below or to such other person and/or at such other address as may be furnished in writing by any party hereto to the other. Any such notice shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor, in all other cases. Any and all service of process and any other notice in any action, suit, or proceeding shall be effective against any party if given as provided in this Agreement; provided that nothing herein shall be deemed to affect the right of any party to serve process in any other manner permitted by law.

Pennsylvania Real Estate Investment Trust

200 South Broad Street, Third Floor

Philadelphia, PA 19102

Tel: (215) 875-0700

Fax: (215) 547-7311

Attention: Chairman, Executive Compensation and Human

                  Resources Committee of the Board of Trustees

With a copy to:

Drinker Biddle & Reath LLP

One Logan Square

18 ^th  & Cherry Streets

Philadelphia, PA 19103

Tel: (215) 988-2794

Fax: (215) 988-2757

Attention: Howard A. Blum, Esquire

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George F. Rubin

847 Providence Road

Malvern, PA 19355

With a copy to:

Cozen O’Connor

1900 Market Street

Philadelphia, PA 19103

Tel: (215) 665-4159

Fax: (215) 665-2013

Attention: E. Gerald Riesenbach, Esquire

6.9 Entire Agreement and Modification . This Agreement constitutes the entire agreement between the parties hereto with respect to the matters contemplated herein and supersedes and replaces all prior agreements and understandings with respect thereto, including but not limited to, any currently existing employment agreement between Executive and Company and any Affiliate. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege with respect to any occurrence or be construed as a waiver of any right, remedy, power, or privilege with respect to any other occurrence.

6.10 Governing Law . This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the internal laws of the Commonwealth of Pennsylvania (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.

6.11 Headings; Counterparts . The headings of Sections and subsections in this Agreement are for convenience only and shall not affect its interpretation. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same Agreement.

6.12 Delegation . Any action hereunder that may be taken or directed by the Board or by the Committee may be delegated by (i) the Board to a committee of the Board or to an individual trustee or officer, or (ii) the Committee to one or more members of the Committee or officers, and the determination of any such delegee or delegees shall have the same effect hereunder as a determination of the Board or the Committee, as applicable.

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6.13 Company Assets . Executive acknowledges that no trustee, officer, director or shareholder of Company or any Affiliate is liable to Executive in respect of the payments or other matters set forth herein.

6.14 Amendment . No provision of this Agreement may be amended, modified, or waived except in a writing signed by Executive and such officer as may be specifically designated by Company to sign on its behalf.

6.15 No Mitigation . In no event shall Executive be required to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment after termination of his employment hereunder.

6.16 Service as Trustee; Amendment of Trust Agreement or By-Laws

(a) Assuming that the Term has not been terminated and that a non-renewal notice has not been given to Executive, the Board shall nominate Executive as a candidate for election to the Board at each Annual Meeting of Shareholders of Company at which Executive’s term as a trustee is scheduled to expire, and Executive agrees to continue to serve as a trustee if elected. Upon termination of the Term of employment hereunder, Executive (unless otherwise requested by the Board) shall resign from the Board and from any positions he may then hold on the governing body of any Affiliate or subsidiary of Company.

(b) Company shall not amend, modify or repeal Paragraph 14 of its Trust Agreement or Article 5 of its By-Laws, each as currently in effect, if the effect of such amendment, modification or repeal would be to alter, to the detriment of Executive, the rights of Executive to indemnification or advance of expenses based on an act or failure to act that took place during Executive’s employment hereunder.

(c) It is agreed that Executive shall not have any equitable remedies of any nature (including, but not limited to, injunctive relief and specific performance) with respect to this Section, and that his sole remedy shall be as set forth in Section 4.4 hereof, Section 4.5 hereof or Section 4.6 hereof, whichever shall be applicable.

6.17 Legal Fees . Company agrees to pay all reasonable legal fees and expenses that Executive has incurred in the preparation and negotiation of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement on this 30th day of December, 2008.

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Schedule 1.2

Permitted Activities

Exhibit 10.3

EMPLOYMENT AGREEMENT

(As Amended and Restated Effective as of the Date Below Executed)

This amended and restated EMPLOYMENT AGREEMENT (this “Agreement”), effective as of the date it is executed below (the “Effective Date”), is between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (“Company”), and Joseph F. Coradino (“Executive”).

BACKGROUND

Executive is currently the Executive Vice President-Retail of Company. Company desires to continue to employ Executive, and Executive desires to continue to be so employed, on the terms and conditions contained in this amended and restated Agreement. Executive has been and will continue to be substantially involved with Company’s operations and management and has and will continue to have trade secrets and other confidential information relating to Company and its business relationships; accordingly, the noncompetition agreement and other restrictive covenants contained in Section 5 hereof constitute essential elements hereof.

Company and Executive desire to amend and restate Executive’s current Agreement so that, among other things, its terms and conditions comply with (or are exempt from) the deferred compensation rules set forth in section 409A of the Internal Revenue Code of 1986, as amended (the “IRC”), and the final regulations issued thereunder.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1.1 Employment; Acceptance of Employment . Company hereby employs Executive and Executive hereby agrees to continue employment by Company for the period and upon the terms and conditions hereinafter set forth.

1.2 Capacity and Duties

(a) Executive shall continue to serve as Executive Vice President-Retail of Company and, subject to the supervision and control of the Chairman of Company, shall have the duties and authority generally consistent with such office. Subject to Section 4.4(b)(3) hereof, Executive shall also be a member of the Office of the Chair so long as the Office of the Chair exists. As Executive Vice President-Retail, Executive shall perform such other duties and shall have such authority as may from time to time be specified by the Chairman of Company and as shall be consistent with the status and authority of his current office. Executive shall also serve as Executive Vice President-Retail of PREIT Associates, L.P. (“PALP”), of which Company is the general partner.

(b) Executive understands that substantially all of the assets of Company consists of its general partner interest in PALP, and that the business operations of PALP and its direct and indirect subsidiaries constitute all of the business operations conducted by Company and its “Affiliates” (as defined in subsection (c) below). Accordingly, Company and Executive understand that most of Executive’s time and energy will be expended on behalf of PALP and its direct and indirect subsidiaries in Executive’s capacity as an officer of PALP rather than as an officer of Company.

(c) Except as permitted by subsection (d) below, Executive (i) shall devote his full working time, energy, skill and best efforts to the performance of his duties hereunder, in a manner that will comply with Company’s published rules and policies in effect from time to time, and (ii) shall not be employed by or participate or engage in or in any manner be a part of the management or operation of any business enterprise other than Company and its Affiliates without the prior written consent of Company, which consent may be granted or withheld in the sole discretion of Company. “Affiliate” as used in this Agreement means any person or entity controlling, controlled by, or under common control with, Company. “Control,” as used in the definition of Affiliate, means the power to direct the management and policies of a person or entity, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; the terms “controlling” and “controlled” shall have correlative meanings. Further, any person or entity that owns beneficially, either directly or through one or more intermediaries, more than 20 percent of the ownership interests in a specified entity shall be presumed to control such entity for purposes of the definition of Affiliate.

(d) Notwithstanding the provisions of subsection (c) above, Executive may (i) continue his investments in the properties listed on Schedule 1.2 hereto and, subject to the provisions of Section 5.2 hereof, subsequent properties, provided that Executive’s activities with respect to such subsequent properties comply with any procedures adopted by the Board of Trustees of Company (the “Board”) governing Executive’s non-Company related real estate activities, and (ii) subject to Section 5.2 hereof, serve on the board of directors or similar body of other organizations, including publicly owned corporations or other entities, philanthropic organizations, and organizations in which Executive has made an investment, provided that Executive’s activities with respect to all of the foregoing do not, individually or in the aggregate, in any significant way, interfere with, detract from, or affect the performance of his duties to Company under this Agreement.

2.1 Term . The initial term of Executive’s employment hereunder shall begin on the Effective Date and last until December 31, 2009 (the “Expiration Date”), unless sooner terminated in accordance with the other provisions hereof. Except as hereinafter provided, on the Expiration Date and on each subsequent anniversary thereof, the Term (as hereinafter defined) shall be automatically extended for one year unless either party

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shall have given to the other party notice of non-renewal of this Agreement at least 120 calendar days prior to the expiration of the Term. The initial term of employment hereunder and each term as extended is a “Term.” If a non-renewal notice is given as provided above, Executive’s employment under this Agreement shall terminate (within the meaning of Section 4.8 hereof) on the last calendar day of the Term. If the non-renewal notice is given by Company, such termination of employment shall be a termination by Company without Cause, within the meaning of Section 4.4 hereof.

3.1 Base Compensation . As compensation for Executive’s services, Company shall pay to Executive a salary at the initial annual rate of $408,777, payable in periodic installments in accordance with Company’s regular payroll practices in effect from time to time. Effective as of January 1, 2009 and as of any later date, Executive’s salary may be increased pursuant to action taken or authorized by the Executive Compensation and Human Resources Committee (the “Committee”) of the Board. Executive’s annual salary cannot be decreased without the written consent of Executive. Executive’s annual salary, as determined in accordance with this Section, is hereinafter referred to as the “Base Salary.” No later than April 10 during any fiscal year during the Term, Company shall provide Executive with written notice of his Base Salary, bonus plan eligibility, and equity incentive awards, if any, for the current fiscal year. Such notice shall provide sufficient information regarding Executive’s bonus plan eligibility so that Executive’s maximum potential bonus is readily ascertainable. Failure to provide such notice on a timely basis (such failure, a “Compensation Notice Delinquency”) shall not be deemed a breach by Company; however, Executive shall then be permitted to exercise his termination right under Section 4.7 hereof.

3.2 Cash Incentives . Executive shall be entitled during his employment hereunder to participate in such of Company’s cash incentive plans and programs as may from time to time be provided by Company for its executive officers, in each case as determined by the Committee or the Board, as appropriate.

3.3 Employee Benefits . In addition to the compensation provided for in Sections 3.1 and 3.2 hereof, Executive shall be entitled, during his employment hereunder, to participate in such of Company’s employee benefit plans and benefit programs, including medical benefit programs, as may from time to time be provided by Company for its executive officers. Company shall use its commercially reasonable efforts to provide Executive with health insurance through a preferred provider, traditional indemnity or equivalent plan.

3.4 Vacation . During the Term, Executive shall be entitled to a paid vacation of 25 business days during each calendar year or such additional number of days as is provided in the Employee Handbook published from time to time by Company (the “Company Employee Handbook”). Executive’s right to carry forward unused vacation days for a calendar year to any future calendar year shall be governed by the Company Employee Handbook as in effect from time to time.

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3.5 Expense Reimbursement . Company shall reimburse Executive for all reasonable expenses incurred by him in connection with the performance of his duties hereunder in accordance with its regular reimbursement policies as in effect from time to time and upon receipt of itemized vouchers and such other supporting information with respect to such expenses as Company may reasonably require.

3.6 Equity Plans . Executive shall be entitled, during his employment hereunder, to participate in such of Company’s equity incentive plans and programs as may from time to time be provided by Company for its executive officers at such level as shall be determined by the Committee or the Board, as appropriate.

3.7 Nonqualified Retirement Plan . Company has previously entered into a nonqualified supplemental executive retirement plan with Executive whereby Company has credited a bookkeeping account maintained by Company for Executive with a deemed contribution per fiscal year. Company acknowledges that Executive is entitled to continue receiving benefits under and in accordance with the terms of such plan; provided that, beginning as of the first calendar day of each fiscal year of Company beginning with its 2004 fiscal year, the deemed contribution credited to Executive shall be $35,000 per fiscal year, which amount shall earn interest at the rate of 10 percent compounded annually. Executive shall at all times be fully vested in such account and such account shall be paid to Executive in the manner and at the time(s) specified in such plan.

3.8 Existing Grants . Executive shall be entitled to the benefit of all stock option, restricted share, and performance unit grants heretofore made in accordance with the terms and conditions applicable to each thereof.

4.1 Death of Executive . If Executive dies during the Term, Company shall thereafter be obligated to continue to pay the Base Salary to Executive’s estate for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with Company’s regular payroll practices and, within 30 calendar days of the death of Executive, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of Executive’s death. If, for the year in which Executive dies, Company achieves the performance goals established in accordance with any cash incentive plan in which Executive participates, Company shall pay Executive’s estate, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon Executive’s death, (i) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (ii) each outstanding nonqualified stock option (“NQSO”) granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (A) the later of 180 calendar days

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after the death of Executive or the period following the death of Executive that is set forth in the relevant stock option agreement or (B) the scheduled expiration date of such option, (iii) the exercise period of each incentive stock option (“ISO”) granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement, (iv) anything to the contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the applicable restricted share award agreement (the “Award”) and shall vest or be forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (v) Executive’s spouse and dependents (if any) shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive medical benefits insurance coverage at Company’s expense if and to the extent Company was paying for such benefits for Executive’s spouse and dependents at the time of Executive’s death. Executive’s spouse and dependents shall be entitled to such rights as they may have to continue coverage at their sole expense as are then accorded under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

4.2 Disability of Executive . If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 calendar days during any period of 150 consecutive calendar days, Company shall have the right to terminate Executive’s employment (within the meaning of Section 4.8 hereof) upon 30 calendar days’ prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to pay to Executive, within the 30-calendar-day period following his termination of employment, a lump sum equal to (i) the greater of the amount of his Base Salary computed through the remainder of the Term or his Base Salary, in either case minus (ii) any disability payments reasonably projected to be received by Executive from disability insurance policies paid for by Company during the longer of the remainder of the Term or 12 months following his termination of employment. Both the portion of the calculation in (i) of the preceding sentence and the portion of the calculation in (ii) of the preceding sentence shall be discounted from the dates that the Base Salary or disability payments (as applicable) would have been payable during the relevant period following termination in accordance with Company’s regular payroll practices or in accordance with such disability insurance policies (as applicable) to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in The Wall Street Journal (the “WSJ”) on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published. Company shall also, within 30 calendar days of such termination, pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. If, for the year in which Executive’s employment is terminated pursuant to this Section, Company achieves the performance goals established in

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accordance with any cash incentive plan in which Executive participates, Company shall pay Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in the year in which his employment is terminated and the denominator of which is 365. Upon termination of Executive’s employment pursuant to this Section, (i) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (ii) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of (A) the later of 180 calendar days after the termination of Executive’s employment pursuant to this Section or the period following the termination of Executive’s employment for disability as is set forth in the relevant stock option agreement, or (B) the scheduled expiration date of such option, (iii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement, (iv) anything to the contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the applicable Award and shall vest or be forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (v) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company’s expense medical benefits coverage for Executive and his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

4.3 Termination for Cause . Executive’s employment hereunder shall terminate (within the meaning of Section 4.8 hereof) immediately upon notice that Company is terminating Executive for Cause, in which event Company shall not thereafter be obligated to make any further payments hereunder other than amounts (including salary, bonus, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination, and which shall be paid within 30 calendar days of such termination. Upon termination of Executive’s employment pursuant to this Section, (i) each outstanding NQSO granted to Executive before, on, or after the date hereof that is vested and currently exercisable as of the date Executive’s employment is terminated pursuant to this Section shall remain exercisable until the earlier of 30 calendar days following Executive’s termination or the scheduled expiration date of such option, (ii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement, (iii) all vested restricted shares granted to Executive shall be delivered to Executive free and clear of any restrictions,

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other than pursuant to applicable securities laws, and (iv) Executive and his spouse and dependents shall have such rights (if any) to continue medical benefits coverage at his or their sole expense following termination for Cause as are then accorded under COBRA for the COBRA coverage period. “Cause” shall mean the following:

(a) (i) fraud in connection with Executive’s employment, (ii) theft, misappropriation or embezzlement of funds of Company or any of its Affiliates, or (iii) an act resulting in termination pursuant to the provisions of the “Code” (as defined in Section 6.4 hereof);

(b) indictment of Executive for a crime involving moral turpitude;

(c) breach of Executive’s obligations under Section 5.1 hereof or Section 5.2 hereof;

(d) failure of Executive to perform his duties to Company (other than on account of illness, accident, vacation or leave of absence) that persists for more than 30 calendar days after written demand for substantial performance which specifically identifies the manner in which Executive has failed to perform; or

(e) Executive’s repeated abuse of alcohol or drugs.

4.4 Termination Without Cause or for Good Reason .

(a) If at any time during the Term (i) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Company for any reason other than Cause or the death or disability of Executive or (ii) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Executive for “Good Reason” (as hereinafter defined):

(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) below, Company shall pay Executive a lump-sum cash payment equal to three times (x) Executive’s then current Base Salary plus (y) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s then current Base Salary (the “Average Bonus”). The portion of the lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have been payable – at the time of termination during the relevant period following termination in accordance with Company’s regular payroll practices – to present value on the date of payment at a discount rate equal to 200 basis points plus the London Interbank Offered Rate for a one month period set forth in the WSJ on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published.

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(2) Executive shall be entitled to continue, for two years, to receive at Company’s expense medical benefits coverage for Executive and his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

(3) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of 180 calendar days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement.

(b) “Good Reason” shall mean the following:

(1) any action or inaction that constitutes a material breach of Company’s obligations to Executive hereunder;

(2) a material change in the geographic location at which Executive provides services; or

(3) a material diminution in Executive’s authority, duties or responsibilities; provided, however, that Executive’s removal from the Office of the Chair shall not be a basis for “Good Reason” termination (or otherwise be a breach by Company hereunder) if there is only one officer in the Office of the Chair;

provided, in each case, that Executive shall have given written notice thereof to Company within a period not to exceed 90 calendar days from the initial existence of the condition, and Company shall have failed to remedy the condition within 30 calendar days after its receipt of such notice. Further, for Executive’s termination of employment (within the meaning of Section 4.8 hereof) to be for Good Reason, Executive must give Company irrevocable written notice of termination and such termination must occur before the end of the 120 calendar days following the end of the 30-calendar-day remedy period described above.

(c) Notwithstanding the foregoing, Company shall not be obligated to make the lump-sum cash payment under subsection (a)(1) above unless Executive has executed and delivered to Company a further agreement, to be presented to Executive by Company on or before the 10 ^th calendar day after such termination, that shall provide (i) an unconditional release by Executive of all claims, charges, complaints and grievances, whether known or unknown to Executive, against Company and any Affiliate (including,

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with respect to matters relating to his employment hereunder, any trustee, officer, employee or agent of Company or any Affiliate) through the date of Executive’s termination of employment; (ii) an undertaking to maintain the confidentiality of such agreement; and (iii) an undertaking to indemnify Company if Executive breaches such agreement.

Executive must sign and return the release to Company before the lump-sum payment is made to him; provided that, if the release is not timely presented to Executive, the requirement that Executive sign the release shall be waived. If the release is timely presented to Executive, but Executive does not sign and return the release to Company by the end of the applicable consideration period under the federal Age Discrimination in Employment Act (currently, either 21 or 45 calendar days), then Executive shall forfeit the lump-sum payment. If the release is timely signed and returned to Company and not thereafter revoked, such lump-sum payment shall be made to Executive on the first business day on or after the 75 ^th calendar day after such termination.

(d) If Executive’s employment is terminated by Executive for Good Reason within six months before or 12 months after a “Change of Control” of Company (as defined in Section 4.5(d) hereof), Section 4.5 hereof shall govern the rights and obligations of the parties and this Section shall be of no effect.

4.5 Change of Control

(a) If, during a Term, there should be a Change of Control (as defined herein), and within six months before such Change of Control or 12 months thereafter either (i) Executive’s employment shall be terminated (within the meaning of Section 4.8 hereof) by Company for any reason other than for death, disability or Cause or (ii) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Executive for Good Reason:

(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay to Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.), that have been fully earned by, but not yet paid to, Executive under this Agreement as of such termination plus a lump-sum cash payment equal to three times (x) Executive’s then current annual Base Salary plus (y) the Average Bonus. If Executive’s employment is terminated during the six-month period before such Change of Control, the portion of the lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have been payable during the relevant period following termination in accordance with Company’s regular payroll practices to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in the WSJ on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published.

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(2) Executive shall be entitled to continue, for two years, to receive medical benefits coverage for Executive and his spouse and dependents (if any), to the extent Executive was so entitled prior to such termination, at Company’s expense if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period during which Company paid such expense.

(b) Anything to the contrary in any other agreement or document now or hereafter existing notwithstanding, upon a Change of Control and without regard to whether Executive’s employment is thereafter terminated, Executive shall become fully vested as of the time immediately before such Change of Control in all then existing stock grants, each stock option previously issued to him thereupon shall become immediately vested and exercisable, without regard to continued employment or performance-based vesting standards, and each NQSO shall remain exercisable until the earlier of (i) the later of 180 calendar days after the Change of Control or the period following a Change of Control that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of any ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement.

(c) In the event Executive is required to pay any excise tax imposed by section 4999 of the IRC (the “Excise Tax”), Company shall pay to Executive an additional payment in an amount equal to the full amount of the Excise Tax (the “Tax Reimbursement”); provided that Executive delivers acceptable evidence to Company regarding the calculation and payment of the Excise Tax within the 30-calendar-day period after the Excise Tax is paid. The Tax Reimbursement then shall be paid to Executive on the later of (i) the first business day after the 60 ^th calendar day after the Excise Tax is paid or (ii) the first business day of the seventh calendar month after the calendar month of his termination of employment (within the meaning of Section 4.8 hereof). The amount payable under this subsection (c) shall not be grossed-up to cover any excise, income or employment taxes assessed upon the Tax Reimbursement. Notwithstanding anything to the contrary in this subsection (c), if the amounts otherwise payable to Executive would, in the opinion of Company’s regularly engaged independent certified public accountants, constitute “excess parachute payments” within the meaning of section 280G of the IRC and, if the net after-tax payment to Executive (after giving effect to the Excise Tax and Tax Reimbursement) would be increased by reducing the total compensation payable pursuant to this Section to the maximum amount that may be paid to Executive without such payment constituting an “excess parachute payment,” then the compensation payable under this Section shall be so reduced. In the event Company determines such a reduction is necessary, it shall promptly notify Executive of the amount of the required reduction. To the fullest extent possible, such reduction shall first be effected through a reduction in the number of restricted shares that would otherwise vest and thereafter by a reduction in cash payments to the extent of the balance.

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(d) A “Change of Control” of Company shall mean:

(1) The acquisition by an individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30 percent or more of the combined voting power of the then outstanding voting securities of Company entitled to vote generally in the election of trustees (the “Outstanding Shares”); provided, however, that the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from Company unless, in connection therewith, a majority of the individuals who constitute the Board as of the date immediately preceding such transaction cease to constitute at least a majority of the Board, (ii) any acquisition by Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Company or any entity controlled by Company, (iv) any acquisition by any individual, entity, or group in connection with a Business Combination (as defined below) that fails to qualify as a Change of Control pursuant to paragraphs (3) or (4) below, or (v) any acquisition by any Person entitled to file Form 13G under the Exchange Act with respect to such acquisition; or

(2) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a trustee subsequent to the date hereof whose appointment, election, or nomination for election by Company’s shareholders was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board or by a majority of the members of a committee authorized by the Incumbent Board to approve such appointment, election, or nomination (other than an appointment, election, or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the trustees of Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or

(3) Approval by the shareholders of Company of a reorganization, merger, or consolidation, or sale or other disposition of all or substantially all of the assets of Company (a “Business Combination”), in each case, if, following such Business Combination all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, less than 40 percent of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees or directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as such beneficial owners held their ownership, immediately prior to such Business Combination, of the Outstanding Shares; or

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(4) Approval by the shareholders of Company of a Business Combination, if, following such Business Combination all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, 40 percent or more but less than 60 percent of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees or directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as such beneficial owners held their ownership, immediately prior to such Business Combination, of the Outstanding Shares, and (i) any Person (excluding any employee benefit plan (or related trust) of Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30 percent or more of, respectively, the then outstanding shares of equity securities of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination, or (ii) at least a majority of the members of the board of trustees or directors of the entity resulting from such Business Combination were not members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination, or (iii) the Chief Executive Officer of Company at the time of the execution of the initial agreement providing for such Business Combination is not appointed or elected to a comparable or higher position with the entity resulting from such Business Combination, or (iv) the executive officers of Company holding the title of Executive Vice President or higher at the time of the execution of the initial agreement for such Business Combination constitute less than a majority of the executive officers holding comparable or higher titles of the entity resulting from such Business Combination; or

(5) Approval by the shareholders of Company of a complete liquidation or dissolution of Company.

Approval by the shareholders of Company of a Business Combination following which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, 60 percent or more of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees or directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries) shall not constitute a “Change of Control” unless following such transaction the provisions of paragraphs (1) or (2) above are independently satisfied.

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4.6 Voluntary Termination . In the event Executive’s employment is voluntarily terminated (within the meaning of Section 4.8 hereof) by Executive without Good Reason, Company shall not be obligated to make any further payments to Executive under this Agreement other than amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive as of the date of Executive’s termination, which amounts shall be paid within 30 calendar days of such termination. Executive shall also have such rights to continue medical coverage at his sole expense following such voluntary termination as are then accorded under COBRA.

4.7 Special Termination Right . Executive shall have the right to terminate his employment (within the meaning of Section 4.8 hereof) hereunder upon 90 calendar days prior written notice to Company given at any time within 10 calendar days after (i) the occurrence of a Compensation Notice Delinquency or (ii) the date on which he is notified pursuant to Section 3.1 hereof of his Base Salary and bonus plan eligibility with respect to any fiscal year of Company. Upon termination of Executive’s employment pursuant to this Section, Company shall not be obligated to make any further payments to Executive under this Agreement other than as provided in Section 4.6 hereof.

4.8 Termination of Employment for Purposes of Compliance with (or Exemption from) Section 409A of IRC . Executive shall only have incurred a termination of employment from Company if Executive has separated from service with all entities in the group of entities under common control with Company, within the meaning of sections 414(b) and 414(c) of the IRC (using the phrase “at least 50 percent” rather than the phrase “at least 80 percent,” where applicable). The determination of whether Executive has had a termination of employment from Company shall be made by the Committee, applying the rules set forth in Treas. Reg. §1.409A-1(h) and any amendment thereof or successor thereto.

4.9 Section 409A Compliance . Except for (i) the first sentence of Section 4.1 hereof and (ii) Section 4.5(c) hereof, this Agreement is intended to be exempt from the requirements of section 409A of the IRC and the final regulations issued thereunder, primarily because of the short-term deferral exception to such coverage provided by Treas. Reg. §1.409A-1(b)(4), and this Agreement shall be construed and interpreted in accordance with such exception (and any other applicable exception) in order to avoid such coverage.

5.1 Confidentiality . Executive acknowledges a duty of confidentiality owed to Company and shall comply with the confidentiality section of the Company Employee Handbook as in effect from time to time.

5.2 Noncompetition . During the term of Executive’s employment and for one year after termination of Executive’s employment by Company for Cause or by Executive for other than either Good Reason or pursuant to his special termination right under Section 4.7 hereof, Executive shall not directly or indirectly (i) engage, anywhere within 25 miles of any property in which Company or an Affiliate has a direct or indirect ownership interest, in any activity which competes in whole or in part with the activities

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of Company or any Affiliate at the time of such termination (a “Proximate Competitive Activity”) or (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, a consultant to, or give financial or other assistance to, any person or entity considering engaging in any Proximate Competitive Activity or so engaged; provided, however, that nothing herein shall prohibit Executive and his affiliates from (A) owning, as passive investors, in the aggregate not more than two percent of the outstanding publicly traded stock of any corporation engaged in a Proximate Competitive Activity; or (B) acquiring, developing, managing, or leasing any properties which do not involve a Proximate Competitive Activity, subject, however, to Sections 1.2(b) and 1.2(c) hereof. The duration of Executive’s covenants set forth in this Section shall be extended by a period of time equal to the number of calendar days, if any, during which Executive is finally determined to be in violation of the provisions hereof.

5.3 Injunctive and Other Relief

(a) Executive acknowledges that the covenants contained in Sections 5.1, 5.2 and 6.3 hereof are fair and reasonable in light of the consideration paid hereunder, and that damages alone shall not be an adequate remedy for any breach by Executive of his covenants contained herein. Accordingly, in addition to any other remedies that Company may have, Company shall be entitled to injunctive relief in any court of competent jurisdiction for any breach or threatened breach of any such covenants by Executive. Nothing contained herein shall prevent or delay Company from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended breach by Executive of any of his obligations hereunder.

(b) In addition to such equitable relief with respect to Sections 5.1, 5.2 and 6.3 hereof, Company shall be entitled to monetary damages for any breach in an amount deemed reasonable to cover all actual and consequential losses, plus all monies received by Executive as a result of said breach and all costs and attorneys’ fees incurred by Company in enforcing this Agreement, provided, however, that Company shall have no right to set off any such monetary damages against amounts owed by Company to Executive under this Agreement or any other agreement between the parties. Any action initiated by Company for monetary damages related to any such breach shall be subject to Section 6.1 hereof.

6.1 Arbitration

(a) All disputes arising out of or relating to this Agreement that cannot be settled by the parties shall be settled by arbitration in Philadelphia, Pennsylvania, pursuant to the rules and regulations then obtaining of the American Arbitration Association; provided, that nothing herein shall preclude Company from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the case of any breach or threatened breach by Executive of Section 5.1 hereof, Section 5.2 hereof or Section 6.3 hereof. The decision of the arbitrators shall be final and binding upon the parties, and judgment upon such decision may be entered in any court of competent jurisdiction.

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(b) Discovery shall be allowed pursuant to the intendment of the United States Federal Rules of Civil Procedure and as the arbitrators determine appropriate under the circumstances.

(c) The arbitration tribunal shall be formed of three arbitrators, one to be appointed by each party and the third to be appointed by the first two arbitrators. Such arbitrators shall be instructed to apply the contractual provisions hereof in deciding any matter submitted to them.

(d) The cost of any arbitration proceeding hereunder shall be borne equally by the parties. Each party shall be responsible for his or its own legal fees and expenses associated with any such arbitration.

6.2 Prior Employment . Executive represents and warrants that he is not a party to any other employment, non-competition, joint venture, partnership, or other agreement or restriction that could interfere with his employment with Company in accordance with this Agreement or his or Company’s rights and obligations hereunder; and that his acceptance of continued employment with Company and the performance of his duties hereunder will not breach the provisions of any contract, agreement, or understanding to which he is party or any duty owed by him to any other person. Executive warrants and covenants that, while an employee of Company, he will not hereafter become a party to or be bound by any such conflicting agreement.

6.3 Solicitation of Employees . During the term of Executive’s employment and for two years thereafter, Executive shall not directly or indirectly solicit or contact any person who is employed by Company or any Affiliate with a view to the engagement or employment of such person by any person or entity or otherwise interfere with the employment relationship of Company or of any Affiliate with any of its employees.

6.4 Code of Business Conduct . Executive acknowledges that he is and shall be subject to the provisions of Company’s Code of Business Conduct and Ethics for Employees and Officers (as modified, amended or supplemented from time to time, the “Code”), including, without limitation, the enforcement provisions set forth in the Code. Executive agrees to comply with the provisions of the Code.

6.5 Indemnification/Litigation Assistance . Company shall indemnify and defend Executive against all claims arising out of Executive’s activities as an officer or employee of Company or its Affiliates to the fullest extent permitted by law and under Company’s Trust Agreement. In addition to the foregoing, Executive shall, upon reasonable notice, furnish such information and proper assistance to Company as may reasonably be required by Company in connection with any litigation in which it or its Affiliates are, or may become, parties. After termination of Executive’s employment, Executive shall be fairly compensated for providing assistance to Company that is more than incidental; provided, however, that the failure of Company and Executive to agree on such compensation shall not be the basis on which Executive withholds any information or assistance.

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6.6 Severability . The invalidity or unenforceability of any particular provision or part of any provision of this Agreement shall not affect the other provisions or parts hereof. If any provision hereof is determined to be invalid or unenforceable by a court of competent jurisdiction by reason of the duration or geographical scope of the covenants contained therein, such duration or geographical scope, or both, shall be considered to be reduced to a duration or geographical scope to the extent necessary to cure such invalidity.

6.7 Assignment . This Agreement shall not be assignable by Executive, and shall be assignable by Company only to an Affiliate or to any person or entity that becomes a successor in interest (by purchase of assets or shares, or by merger, or otherwise) to Company in the business or a portion of the business presently operated by Company. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors, assigns, heirs, executors and administrators. An assignment by Company permitted under this Section shall not itself constitute a termination of Executive’s employment hereunder.

6.8 Notices . All notices hereunder shall be in writing and shall be sufficiently given if hand-delivered, sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested, or by telegram or telecopy (confirmed by U.S. mail), receipt acknowledged, addressed as set forth below or to such other person and/or at such other address as may be furnished in writing by any party hereto to the other. Any such notice shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor, in all other cases. Any and all service of process and any other notice in any action, suit, or proceeding shall be effective against any party if given as provided in this Agreement; provided that nothing herein shall be deemed to affect the right of any party to serve process in any other manner permitted by law.

Pennsylvania Real Estate Investment Trust

200 South Broad Street, Third Floor

Philadelphia, PA 19102

Tel: (215) 875-0700

Fax: (215) 547-7311

Attention:  Chairman, Executive Compensation and Human

                  Resources Committee of the Board of Trustees

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With a copy to:

Drinker Biddle & Reath LLP

One Logan Square

18 ^th  & Cherry Streets

Philadelphia, PA 19103

Tel: (215) 988-2794

Fax: (215) 988-2757

Attention: Howard A. Blum, Esquire

Joseph F. Coradino

2470 White Horse Road

Berwyn, PA 19312

With a copy to:

Cozen O’Connor

1900 Market Street

Philadelphia, PA 19103

Tel: (215) 665-4159

Fax: (215) 665-2013

Attention: E. Gerald Riesenbach, Esquire

6.9 Entire Agreement and Modification . This Agreement constitutes the entire agreement between the parties hereto with respect to the matters contemplated herein and supersedes and replaces all prior agreements and understandings with respect thereto, including but not limited to, any currently existing employment agreement between Executive and Company and any Affiliate. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege with respect to any occurrence or be construed as a waiver of any right, remedy, power, or privilege with respect to any other occurrence.

6.10 Governing Law . This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the internal laws of the Commonwealth of Pennsylvania (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.

6.11 Headings; Counterparts . The headings of Sections and subsections in this Agreement are for convenience only and shall not affect its interpretation. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same Agreement.

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6.12 Delegation . Any action hereunder that may be taken or directed by the Board or by the Committee may be delegated by (i) the Board to a committee of the Board or to an individual trustee or officer, or (ii) the Committee to one or more members of the Committee or officers, and the determination of any such delegee or delegees shall have the same effect hereunder as a determination of the Board or the Committee, as applicable.

6.13 Company Assets . Executive acknowledges that no trustee, officer, director or shareholder of Company or any Affiliate is liable to Executive in respect of the payments or other matters set forth herein.

6.14 Amendment . No provision of this Agreement may be amended, modified, or waived except in a writing signed by Executive and such officer as may be specifically designated by Company to sign on its behalf.

6.15 No Mitigation. In no event shall Executive be required to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment after termination of his employment hereunder.

6.16 Amendment of Trust Agreement or By-Laws

(a) Company shall not amend, modify or repeal Paragraph 14 of its Trust Agreement or Article 5 of its By-Laws, each as currently in effect, if the effect of such amendment, modification or repeal would be to alter, to the detriment of Executive, the rights of Executive to indemnification or advance of expenses based on an act or failure to act that took place during Executive’s employment hereunder.

(b) It is agreed that Executive shall not have any equitable remedies of any nature (including, but not limited to, injunctive relief and specific performance) with respect to this Section, and that his sole remedy shall be as set forth in Section 4.4 hereof, Section 4.5 hereof or Section 4.6 hereof, whichever shall be applicable.

6.17 Legal Fees . Company agrees to pay all reasonable legal fees and expenses that Executive has incurred in the preparation and negotiation of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement on this 30th day of December, 2008.

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Schedule 1.2

Permitted Activities

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Exhibit 10.4

EMPLOYMENT AGREEMENT

(As Amended and Restated Effective as of the Date Below Executed)

This amended and restated EMPLOYMENT AGREEMENT (this “Agreement”), effective as of the date it is executed below, is between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (“Company”), and Robert McCadden (“Executive”).

BACKGROUND

Executive is currently Executive Vice President and Chief Financial Officer of Company. Company desires to continue to employ Executive, and Executive desires to continue to be so employed, on the terms and conditions contained in this amended and restated Agreement. Executive has been and will be substantially involved with Company’s operations and management and will have trade secrets and other confidential information relating to Company and its business relationships; accordingly, the noncompetition agreement and other restrictive covenants contained in Section 5 hereof constitute essential elements hereof.

Company and Executive desire to amend and restate Executive’s current Agreement so that, among other things, its terms and conditions comply with (or are exempt from) the deferred compensation rules set forth in section 409A of the Internal Revenue Code of 1986, as amended (the “IRC”), and the final regulations issued thereunder.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

1.1 Employment; Acceptance of Employment . Company hereby employs Executive and Executive hereby agrees to continue employment by Company for the period and upon the terms and conditions hereinafter set forth.

1.2 Capacity and Duties

(a) Executive shall continue to serve as Executive Vice President and Chief Financial Officer of Company and, subject to the supervision and control of the Chief Executive Officer of Company, shall have the duties and authority generally consistent with such office. While serving as Executive Vice President and Chief Financial Officer, Executive shall perform such other duties and shall have such authority as may from time to time be specified by the Chief Executive Officer of Company and as shall be consistent with the status and authority of his current offices. Executive shall also serve as Executive Vice President and Chief Financial Officer of PREIT Associates, L.P. (“PALP”), of which Company is the general partner.

(b) Executive understands that substantially all of the assets of Company consists of its general partner interest in PALP, and that the business operations of PALP and its direct and indirect subsidiaries constitute all of the business operations conducted by Company and its “Affiliates” (as defined in subsection (c) below). Accordingly, Company and Executive understand that most of Executive’s time and energy will be expended on behalf of PALP and its direct and indirect subsidiaries in Executive’s capacity as an officer of PALP rather than as an officer of Company.

(c) Except as permitted by subsection (d) below, Executive (i) shall devote his full working time, energy, skill, and best efforts to the performance of his duties hereunder, in a manner that will comply with Company’s published rules and policies in effect from time to time, and (ii) shall not be employed by or participate or engage in or in any manner be a part of the management or operation of any business enterprise other than Company and its Affiliates without the prior written consent of Company, which consent may be granted or withheld in the sole discretion of Company. “Affiliate” as used in this Agreement means any person or entity controlling, controlled by, or under common control with, Company. “Control,” as used in the definition of Affiliate, means the power to direct the management and policies of a person or entity, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; the terms “controlling” and “controlled” shall have correlative meanings. Further, any person or entity that owns beneficially, either directly or through one or more intermediaries, more than 20 percent of the ownership interests in a specified entity shall be presumed to control such entity for purposes of the definition of Affiliate.

(d) Notwithstanding the provisions of subsection (c) above, and subject to Section 5.2 hereof, Executive shall be permitted to serve on the boards of directors or similar body of other organizations, including publicly-owned corporations or other entities, philanthropic organizations and organizations in which the Executive has made an investment, provided that Executive’s activities with respect to the foregoing do not, individually or in the aggregate, in any significant way, interfere with, detract from, or affect the performance of his duties to Company under this Agreement.

2.1 Term . The initial term of Executive’s employment hereunder shall begin on the Effective Date and last until December 31, 2009 (the “Expiration Date”), unless sooner terminated in accordance with the other provisions hereof. Except as hereinafter provided, on the Expiration Date and on each subsequent anniversary thereof, the Term (as hereinafter defined) shall be automatically extended for one year unless either party shall have given to the other party notice of non-renewal of this Agreement at least 120 days prior to the expiration of the Term. The initial term of employment hereunder and each term as extended is a “Term.” If a non-renewal notice is given as provided above, Executive’s employment under this Agreement shall terminate on the last day of the Term.

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3.1 Base Compensation . As compensation for Executive’s services, Company shall pay to Executive a salary at the initial annual rate of $387,601, payable in periodic installments in accordance with Company’s regular payroll practices in effect from time to time. Effective as of January 1, 2009 and as of any later date, Executive’s salary shall be reviewed annually and may be increased pursuant to action taken or authorized by the Executive Compensation and Human Resources Committee (the “Committee”) of the Board of Trustees of Company (the “Board”). Executive’s annual salary cannot be decreased without the written consent of Executive. Executive’s annual salary, as determined in accordance with this Section, is hereinafter referred to as the “Base Salary.” No later than April 10 during any fiscal year during the Term, Company shall provide Executive with written notice of his Base Salary, bonus plan eligibility, and equity incentive awards, if any, for the current fiscal year. Such notice shall provide sufficient information regarding Executive’s bonus plan eligibility, so that Executive’s maximum potential bonus is readily ascertainable. Failure to provide such notice on a timely basis (such failure, a “Compensation Notice Delinquency”) shall not be deemed a breach by Company; however, Executive shall then be permitted to exercise his termination right under Section 4.7 hereof.

3.2 Cash Incentives . Executive shall be entitled during his employment hereunder to participate in such of Company’s cash incentive plans and programs as may from time to time be provided by Company for its executive officers, in each case as determined by the Committee or the Board, as appropriate.

3.3 Employee Benefits . In addition to the compensation provided for in Sections 3.1 and 3.2 hereof, Executive shall be entitled, during his employment hereunder, to participate in such of Company’s employee benefit plans and benefit programs, including medical benefit programs, as may from time to time be provided by Company for its executive officers. Company shall use its commercially reasonable efforts to provide Executive with health insurance through a preferred provider, traditional indemnity or equivalent plan.

3.4 Vacation . During the Term, Executive shall be entitled to a paid vacation of 25 business days during each calendar year or such additional number of days as is provided in the Employee Handbook published from time to time by Company (the “Company Employee Handbook”). Executive’s right to carry forward unused vacation days for a calendar year to any future calendar year shall be governed by the Company Employee Handbook as in effect from time to time.

3.5 Expense Reimbursement . Company shall reimburse Executive for all reasonable expenses incurred by him in connection with the performance of his duties hereunder in accordance with its regular reimbursement policies as in effect from time to time and upon receipt of itemized vouchers and such other supporting information with respect to such expenses as Company may reasonably require. Company shall pay to maintain Executive’s professional license as a certified public accountant in Florida, New Jersey, and Pennsylvania, and shall reimburse Executive for all reasonable costs incurred in complying with any continuing education or other requirements to maintain his licenses in those states.

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3.6 Equity Plans . Executive shall be entitled, during his employment hereunder, to participate in such of Company’s equity incentive plans and programs as may from time to time be provided by Company for its executive officers at such level as shall be determined by the Committee or the Board, as appropriate.

3.7 Nonqualified Retirement Plan . Company has previously entered into a nonqualified supplemental executive retirement plan with Executive whereby Company has credited a bookkeeping account maintained by Company for Executive with a deemed contribution of $25,000 per fiscal year. Such deemed contribution shall be credited during the Term as of the first day of each fiscal year of Company and shall earn interest at the rate of 10 percent compounded annually. Executive shall at all times be fully vested in such account and such account shall be paid to Executive in the manner and at the time(s) specified in such plan.

3.8 Existing Grants . Executive shall be entitled to the benefit of all stock option, restricted share, and performance unit grants heretofore made in accordance with the terms and conditions applicable to each thereof.

4.1 Death of Executive . If Executive dies during the Term, Company shall thereafter be obligated to continue to pay the Base Salary to Executive’s estate for the remainder of the Term or, if the remainder of the Term is less than one year, for a period of 12 months, periodically in accordance with Company’s regular payroll practices and, within 30 calendar days of the death of Executive, shall pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of Executive’s death. If, for the year in which Executive dies, Company achieves the performance goals established in accordance with any cash incentive plan in which Executive participates, Company shall pay Executive’s estate, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365. Upon Executive’s death, (i) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be immediately exercisable in accordance with the terms thereof, (ii) each outstanding nonqualified stock option (“NQSO”) granted to Executive before, on or after the date hereof shall be exercisable until the earlier of 180 days after the death of Executive or the scheduled expiration date of such option, (iii) the exercise period of each incentive stock option (“ISO”) granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement, (iv) anything to the contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall become immediately

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vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the applicable restricted share award agreement (the “Award”) and shall vest or be forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (v) Executive’s spouse and dependents (if any) shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive medical benefits insurance coverage at Company’s expense if and to the extent Company was paying for such benefits for Executive’s spouse and dependents at the time of Executive’s death. Executive’s spouse and dependents shall be entitled to such rights as they may have to continue coverage at their sole expense as are then accorded under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

4.2 Disability of Executive . If Executive is or has been materially unable for any reason to perform his duties hereunder for 120 calendar days during any period of 150 consecutive calendar days, Company shall have the right to terminate Executive’s employment (within the meaning of Section 4.8 hereof) upon 30 calendar days’ prior written notice to Executive at any time during the continuation of such inability, in which event Company shall thereafter be obligated to pay to Executive, within the 30-calendar-day period following his termination of employment, a lump sum equal to (i) the greater of the amount of his Base Salary computed through the remainder of the Term or his Base Salary, in either case minus (ii) any disability payments reasonably projected to be received by Executive from disability insurance policies paid for by Company during the longer of the remainder of the Term or 12 months following his termination of employment. Both the portion of the calculation in (i) of the preceding sentence and the portion of the calculation in (ii) of the preceding sentence shall be discounted from the dates that the Base Salary or disability payments (as applicable) would have been payable during the relevant period following termination in accordance with Company’s regular payroll practices or in accordance with such disability insurance policies (as applicable) to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in The Wall Street Journal (the “WSJ”) on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published. Company shall also, within 30 calendar days of such termination, pay any other amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. If, for the year in which Executive’s employment is terminated pursuant to this Section, Company achieves the performance goals established in accordance with any cash incentive plan in which Executive participates, Company shall pay Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the bonus that Executive would have received had he been employed by Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in the year in which his employment is terminated and the denominator of which is 365. Upon termination of Executive’s employment pursuant to this Section, (i) each outstanding option granted to Executive before, on or after the date hereof shall become vested and shall be

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immediately exercisable in accordance with the terms thereof, (ii) each outstanding NQSO granted to Executive before, on or after the date hereof shall be exercisable until the earlier of 180 days after the termination of Executive’s employment pursuant to this Section or the scheduled expiration date of such option, (iii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement, (iv) anything to the contrary in any other existing agreement or plan notwithstanding, all outstanding restricted shares granted to Executive that (A) are subject to vesting solely based on the passage of time and Executive’s continued employment shall become immediately vested, and (B) are subject to vesting based upon the performance of Company (however measured) shall remain restricted shares under the terms of the applicable Award and shall vest or be forfeited in whole or in part under the terms of such Award as if Executive’s employment had not terminated, and (v) Executive shall be entitled for the balance of the scheduled Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company’s expense medical benefits coverage for Executive and Executive’s spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

4.3 Termination for Cause . Executive’s employment hereunder shall terminate (within the meaning of Section 4.8 hereof) immediately upon notice that Company is terminating Executive for Cause, in which event Company shall not thereafter be obligated to make any further payments hereunder other than amounts (including salary, bonus, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination, and which shall be paid within 30 calendar days of such termination. Upon termination of Executive’s employment pursuant to this Section, (i) each outstanding NQSO granted to Executive before, on, or after the date hereof that is vested and currently exercisable as of the date Executive’s employment is terminated pursuant to this Section shall remain exercisable until the earlier of 30 calendar days following Executive’s termination or the scheduled expiration date of such option, (ii) the exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement, (iii) all vested restricted shares granted to Executive shall be delivered to Executive free and clear of any restrictions, other than pursuant to applicable securities laws, and (iv) Executive and his spouse and dependents shall have such rights (if any) to continue medical benefits coverage at his or their sole expense following termination for Cause as are then accorded under COBRA for the COBRA coverage period. “Cause” shall mean the following:

(a) (i) fraud in connection with Executive’s employment, (ii) theft, misappropriation or embezzlement of funds of Company or any of its Affiliates, or (iii) an act resulting in termination pursuant to the provisions of the “Code” (as defined in Section 6.4) hereof;

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(b) indictment of Executive for a crime involving moral turpitude;

(c) breach of Executive’s obligations under Section 5.1 hereof or Section 5.2 hereof;

(d) failure of Executive to perform his duties to Company (other than on account of illness, accident, vacation or leave of absence) that persists for more than 30 calendar days after written demand for substantial performance which specifically identifies the manner in which Executive has failed to perform; or

(e) Executive’s repeated abuse of alcohol or drugs.

4.4 Termination Without Cause or for Good Reason

(a) If at any time during the Term (i) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Company for any reason other than Cause or the death or disability of Executive or (ii) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Executive for “Good Reason” (as hereinafter defined):

(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) below, Company shall pay Executive a lump-sum cash payment equal to the greater of (x) Executive’s then current Base Salary through the end of the Term and (y) two times (A) Executive’s then current annual Base Salary plus (B) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s then current Base Salary (the “Average Bonus”). The portion of the lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have been payable – at the time of termination during the relevant period following termination in accordance with Company’s regular payroll practices – to present value on the date of payment at a discount rate equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in the WSJ on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published.

(2) Executive shall be entitled to continue, for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to receive at Company’s expense medical benefits coverage for Executive and his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.

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(3) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of 180 calendar days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement.

(b) “Good Reason” shall mean the following:

(1) any action or inaction that constitutes a material breach of Company’s obligations to Executive hereunder;

(2) a material change in the geographic location at which Executive provides services; or

(3) a material diminution in Executive’s authority, duties or responsibilities;

provided, in each case, that Executive shall have given written notice thereof to Company within a period not to exceed 90 calendar days from the initial existence of the condition, and Company shall have failed to remedy the condition within 30 calendar days after its receipt of such notice. Further, for Executive’s termination of employment (within the meaning of Section 4.8 hereof) to be for Good Reason, Executive must give Company irrevocable written notice of termination and such termination must occur before the end of the 120 calendar days following the end of the 30-calendar-day remedy period described above.

(c) Notwithstanding the foregoing, Company shall not be obligated to make the lump-sum cash payment under subsection (a)(1) above unless Executive has executed and delivered to Company a further agreement, to be presented to Executive by Company on or before the 10 ^th calendar day after such termination, that shall provide (i) an unconditional release by Executive of all claims, charges, complaints and grievances, whether known or unknown to Executive, against Company and any Affiliate (including, with respect to matters relating to his employment hereunder, any trustee, officer, employee or agent of Company or any Affiliate) through the date of Executive’s termination of employment; (ii) an undertaking to maintain the confidentiality of such agreement; and (iii) an undertaking to indemnify Company if Executive breaches such agreement.

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Executive must sign and return the release to Company before the lump-sum payment is made to him; provided that, if the release is not timely presented to Executive, the requirement that Executive sign the release shall be waived. If the release is timely presented to Executive, but Executive does not sign and return the release to Company by the end of the applicable consideration period under the federal Age Discrimination in Employment Act (currently, either 21 or 45 calendar days), then Executive shall forfeit the lump-sum payment. If the release is timely signed and returned to Company and not thereafter revoked, such lump-sum payment shall be made to Executive on the first business day on or after the 75 ^th calendar day after such termination.

(d) If Executive’s employment is terminated by Executive for Good Reason within six months before or 12 months after a “Change of Control” of Company (as defined in Section 4.5(d) hereof), Section 4.5 hereof shall govern the rights and obligations of the parties and this Section shall be of no effect.

4.5 Change of Control

(a) If, during a Term, there should be a Change of Control (as defined herein), and within six months before such “Change of Control” or 12 months thereafter either (i) Executive’s employment shall be terminated (within the meaning of Section 4.8 hereof) by Company for any reason other than for death, disability or Cause or (ii) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Executive for Good Reason:

(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay to Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.), that have been fully earned by, but not yet paid to, Executive under this Agreement as of such termination plus a lump-sum cash payment equal to the greater of (x) Executive’s then current Base Salary through the end of the Term and (y) two times (A) Executive’s then current annual Base Salary plus (B) the Average Bonus. If Executive’s employment is terminated during the six-month period before such Change of Control, the portion of the lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have been payable during the relevant period following termination in accordance with Company’s regular payroll practices to present value on the date of payment. The discount rate shall be equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in the WSJ on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published.

(2) Executive shall be entitled to continue, for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to receive medical benefits coverage for Executive and his spouse and dependents (if any), to the extent Executive was so entitled prior to such termination, at Company’s expense if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period during which Company paid such expense.

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(b) Anything to the contrary in any other agreement or document now or hereafter existing notwithstanding, upon a Change of Control and without regard to whether Executive’s employment is thereafter terminated, Executive shall become fully vested as of the time immediately before such Change of Control in all then existing stock grants, each stock option previously issued to him thereupon shall become immediately vested and exercisable, without regard to continued employment or performance-based vesting standards, and each NQSO shall remain exercisable until the earlier of 180 calendar days following such Change of Control or the scheduled expiration date of such option. The exercise period of any ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement.

(c) In the event Executive is required to pay any excise tax imposed by section 4999 of the IRC, (the “Excise Tax”), Company shall pay to Executive an additional payment in an amount equal to one-half of the Excise Tax (the “Tax Reimbursement”); provided that Executive delivers acceptable evidence to Company regarding the calculation and payment of the Excise Tax within the 30-calendar-day period after the Excise Tax is paid. The Tax Reimbursement then shall be paid to Executive on the later of (i) the first business day after the 60th calendar day after the Excise Tax is paid or (ii) the first business day of the seventh calendar month after the calendar month of his termination of employment (within the meaning of Section 4.8 hereof). The amount payable under this subsection (c) shall not be grossed-up to cover any excise, income or employment taxes assessed upon the Tax Reimbursement. Notwithstanding anything to the contrary in this subsection (c), if the amounts otherwise payable to Executive would, in the opinion of Company’s regularly engaged independent certified public accountants, constitute “excess parachute payments” within the meaning of section 280G of the IRC and, if the net after-tax payment to Executive (after giving effect to the Excise Tax and Tax Reimbursement) would be increased by reducing the total compensation payable pursuant to this Section to the maximum amount that may be paid to Executive without such payment constituting an “excess parachute payment,” then the compensation payable under this Section shall be so reduced. In the event Company determines such a reduction is necessary, it shall promptly notify Executive of the amount of the required reduction. To the fullest extent possible, such reduction shall first be effected through a reduction in the number of restricted shares that would otherwise vest and thereafter by a reduction in cash payments to the extent of the balance.

(d) A “Change of Control” of Company shall mean:

(1) The acquisition by an individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30 percent or more of the combined voting power of the then outstanding voting securities of Company entitled to vote generally in the election of trustees (the “Outstanding Shares”); provided,

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however, that the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from Company unless, in connection therewith, a majority of the individuals who constitute the Board as of the date immediately preceding such transaction cease to constitute at least a majority of the Board, (ii) any acquisition by Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Company or any entity controlled by Company, (iv) any acquisition by any individual, entity, or group in connection with a Business Combination (as defined below) that fails to qualify as a Change of Control pursuant to paragraphs (3) or (4) below, or (v) any acquisition by any Person entitled to file Form 13G under the Exchange Act with respect to such acquisition; or

(2) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a trustee subsequent to the date hereof whose appointment, election, or nomination for election by Company’s shareholders was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board or by a majority of the members of a committee authorized by the Incumbent Board to approve such appointment, election, or nomination (other than an appointment, election, or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the trustees of Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or

(3) Approval by the shareholders of Company of a reorganization, merger, or consolidation, or sale or other disposition of all or substantially all of the assets of Company (a “Business Combination”), in each case, if, following such Business Combination all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, less than 40 percent of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees or directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as such beneficial owners held their ownership, immediately prior to such Business Combination, of the Outstanding Shares; or

(4) Approval by the shareholders of Company of a Business Combination, if, following such Business Combination all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, 40 percent or more but less than 60 percent of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees or directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation,

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an entity which, as a result of such transaction, owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as such beneficial owners held their ownership, immediately prior to such Business Combination, of the Outstanding Shares, and (i) any Person (excluding any employee benefit plan (or related trust) of Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30 percent or more of, respectively, the then outstanding shares of equity securities of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination, or (ii) at least a majority of the members of the board of trustees or directors of the entity resulting from such Business Combination were not members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination, or (iii) the Chief Executive Officer of Company at the time of the execution of the initial agreement providing for such Business Combination is not appointed or elected to a comparable or higher position with the entity resulting from such Business Combination, or (iv) the executive officers of Company holding the title of Executive Vice President or higher at the time of the execution of the initial agreement for such Business Combination constitute less than a majority of the executive officers holding comparable or higher titles of the entity resulting from such Business Combination; or

(5) Approval by the shareholders of Company of a complete liquidation or dissolution of Company.

Approval by the shareholders of Company of a Business Combination following which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, 60 percent or more of, respectively, the then outstanding shares of equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees or directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction, owns Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries) shall not constitute a “Change of Control” unless following such transaction the provisions of paragraphs (1) or (2) above are independently satisfied.

4.6 Voluntary Termination . In the event Executive’s employment is voluntarily terminated (within the meaning of Section 4.8 hereof) by Executive without Good Reason, Company shall not be obligated to make any further payments to Executive under this Agreement other than amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive as of the date of Executive’s termination, which amounts shall be paid within 30 calendar days of such termination. Executive shall also have such rights to continue medical coverage at his sole expense following such voluntary termination as are then accorded under COBRA.

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4.7 Special Termination Right . Executive shall have the right to terminate (within the meaning of Section 4.8 hereof) his employment hereunder upon 90 calendar days prior written notice to Company given at any time within 10 calendar days after (i) the occurrence of a Compensation Notice Delinquency or (ii) the date on which he is notified pursuant to Section 3.1 hereof of his Base Salary and bonus plan eligibility with respect to any fiscal year of Company. Upon termination of Executive’s employment pursuant to this Section, Company shall not be obligated to make any further payments to Executive under this Agreement other than as provided in Section 4.6 hereof.

4.8 Termination of Employment for Purposes of Compliance with (or Exemption from) Section 409A of IRC . Executive shall only have incurred a termination of employment from Company if Executive has separated from service with all entities in the group of entities under common control with Company, within the meaning of sections 414(b) and 414(c) of the IRC (using the phrase “at least 50 percent” rather than the phrase “at least 80 percent,” where applicable). The determination of whether Executive has had a termination of employment from Company shall be made by the Committee, applying the rules set forth in Treas. Reg. §1.409A-1(h) and any amendment thereof or successor thereto.

4.9 Section 409A Compliance . Except for (i) the first sentence of Section 4.1 hereof and (ii) Section 4.5(c) hereof, this Agreement is intended to be exempt from the requirements of section 409A of the IRC and the final regulations issued thereunder, primarily because of the short-term deferral exception to such coverage provided by Treas. Reg. §1.409A-1(b)(4), and this Agreement shall be construed and interpreted in accordance with such exception (and any other applicable exception) in order to avoid such coverage.

5.1 Confidentiality . Executive acknowledges a duty of confidentiality owed to Company and shall comply with the confidentiality section of the Company Employee Handbook as in effect from time to time.

5.2 Noncompetition . During the term of Executive’s employment and for one year after termination of Executive’s employment by Company for Cause or by Executive for other than either Good Reason or pursuant to his special termination right under Section 4.7 hereof, Executive shall not directly or indirectly (i) engage, anywhere within 25 miles of any property in which Company or an Affiliate has a direct or indirect ownership interest, in any activity which competes in whole or in part with the activities of Company or any Affiliate at the time of such termination (a “Proximate Competitive Activity”) or (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, a consultant to, or give financial or other assistance to, any person or entity considering engaging in any Proximate Competitive Activity or so engaged; provided, however, that nothing herein shall prohibit Executive and his affiliates from (A) owning, as passive investors, in the aggregate not more than two percent of the outstanding publicly traded stock of any corporation engaged in a Proximate Competitive Activity; or (B) acquiring, developing, managing, or leasing any properties which do not involve a

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Proximate Competitive Activity. The duration of Executive’s covenants set forth in this Section shall be extended by a period of time equal to the number of calendar days, if any, during which Executive is finally determined to be in violation of the provisions hereof.

5.3 Injunctive and Other Relief

(a) Executive acknowledges that the covenants contained in Sections 5.1, 5.2 and 6.3 hereof are fair and reasonable in light of the consideration paid hereunder, and that damages alone shall not be an adequate remedy for any breach by Executive of his covenants contained herein. Accordingly, in addition to any other remedies that Company may have, Company shall be entitled to injunctive relief in any court of competent jurisdiction for any breach or threatened breach of any such covenants by Executive. Nothing contained herein shall prevent or delay Company from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended breach by Executive of any of his obligations hereunder.

(b) In addition to such equitable relief with respect to Sections 5.1, 5.2 and 6.3 hereof, Company shall be entitled to monetary damages for any breach in an amount deemed reasonable to cover all actual and consequential losses, plus all monies received by Executive as a result of said breach and all costs and attorneys’ fees incurred by Company in enforcing this Agreement, provided, however, that Company shall have no right to set off any such monetary damages against amounts owed by Company to Executive under this Agreement or any other agreement between the parties. Any action initiated by Company for monetary damages related to any such breach shall be subject to Section 6.1 hereof.

6.1 Arbitration

(a) All disputes arising out of or relating to this Agreement that cannot be settled by the parties shall be settled by arbitration in Philadelphia, Pennsylvania, pursuant to the rules and regulations then obtaining of the American Arbitration Association; provided, that nothing herein shall preclude Company from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the case of any breach or threatened breach by Executive of Section 5.1 hereof, Section 5.2 hereof or Section 6.3 hereof. The decision of the arbitrators shall be final and binding upon the parties, and judgment upon such decision may be entered in any court of competent jurisdiction.

(b) Discovery shall be allowed pursuant to the intendment of the United States Federal Rules of Civil Procedure and as the arbitrators determine appropriate under the circumstances.

(c) The arbitration tribunal shall be formed of three arbitrators, one to be appointed by each party and the third to be appointed by the first two arbitrators. Such arbitrators shall be instructed to apply the contractual provisions hereof in deciding any matter submitted to them.

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(d) The cost of any arbitration proceeding hereunder shall be borne equally by the parties. Each party shall be responsible for his or its own legal fees and expenses associated with any such arbitration.

6.2 Prior Employment . Executive represents and warrants that he is not a party to any other employment, non-competition, joint venture, partnership, or other agreement or restriction that could interfere with his employment with Company in accordance with this Agreement or his or Company’s rights and obligations hereunder; and that his acceptance of continued employment with Company and the performance of his duties hereunder will not breach the provisions of any contract, agreement, or understanding to which he is party or any duty owed by him to any other person. Executive warrants and covenants that, while an employee of Company, he will not hereafter become a party to or be bound by any such conflicting agreement.

6.3 Solicitation of Employees . During the term of Executive’s employment and for two years thereafter, Executive shall not directly or indirectly solicit or contact any person who is employed by Company or any Affiliate with a view to the engagement or employment of such person by any person or entity or otherwise interfere with the employment relationship of Company or of any Affiliate with any of its employees.

6.4 Code of Business Conduct . Executive acknowledges that he shall be subject to the provisions of Company’s Code of Business Conduct and Ethics for Employees and Officers (as modified, amended or supplemented from time to time, the “Code”), including, without limitation, the enforcement provisions set forth in the Code. Executive agrees to comply with the provisions of the Code.

6.5 Indemnification; Litigation Assistance . Company shall indemnify and defend Executive against all claims arising out of Executive’s activities as an officer or employee of Company or its Affiliates to the fullest extent permitted by law and under Company’s Trust Agreement. In addition to the foregoing, Executive shall, upon reasonable notice, furnish such information and proper assistance to Company as may reasonably be required by Company in connection with any litigation in which it or its Affiliates are, or may become, parties. After termination of Executive’s employment, Executive shall be fairly compensated for providing assistance to Company that is more than incidental; provided, however, that the failure of Company and Executive to agree on such compensation shall not be the basis on which Executive withholds any information or assistance.

6.6 Severability . The invalidity or unenforceability of any particular provision or part of any provision of this Agreement shall not affect the other provisions or parts hereof. If any provision hereof is determined to be invalid or unenforceable by a court of competent jurisdiction by reason of the duration or geographical scope of the covenants contained therein, such duration or geographical scope, or both, shall be considered to be reduced to a duration or geographical scope to the extent necessary to cure such invalidity.

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6.7 Assignment . This Agreement shall not be assignable by Executive, and shall be assignable by Company only to an Affiliate or to any person or entity that becomes a successor in interest (by purchase of assets or shares, or by merger, or otherwise) to Company in the business or a portion of the business presently operated by Company. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors, assigns, heirs, executors and administrators. An assignment by Company permitted under this Section shall not itself constitute a termination of Executive’s employment hereunder.

6.8 Notices . All notices hereunder shall be in writing and shall be sufficiently given if hand-delivered, sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested, or by telegram or telecopy (confirmed by U.S. mail), receipt acknowledged, addressed as set forth below or to such other person and/or at such other address as may be furnished in writing by any party hereto to the other. Any such notice shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor, in all other cases. Any and all service of process and any other notice in any action, suit, or proceeding shall be effective against any party if given as provided in this Agreement; provided that nothing herein shall be deemed to affect the right of any party to serve process in any other manner permitted by law.

Pennsylvania Real Estate Investment Trust

200 South Broad Street, Third Floor

Philadelphia, PA 19102

Tel: (215) 875-0700

Fax: (215) 547-7311

Attention:  Chairman, Executive Compensation and Human

          Resources Committee of the Board of Trustees

With a copy to:

Drinker Biddle & Reath LLP

One Logan Square

18 ^th  & Cherry Streets

Philadelphia, PA 19103

Tel: (215) 988-2794

Fax: (215) 988-2757

Attention: Howard A. Blum, Esquire

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Robert McCadden

1344 Barton Drive

Fort Washington, PA 19034

Tel: (215) 628-4975

With a copy to:

Cozen O’Connor

1900 Market Street

Philadelphia, PA 19103

Tel: (215) 665-4159

Fax: (215) 665-2013

Attn: E. Gerald Riesenbach, Esquire

6.9 Entire Agreement and Modification . This Agreement constitutes the entire agreement between the parties hereto with respect to the matters contemplated herein and supersedes and replaces all prior agreements and understandings with respect thereto. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege with respect to any occurrence or be construed as a waiver of any right, remedy, power, or privilege with respect to any other occurrence.

6.10 Governing Law . This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the internal laws of the Commonwealth of Pennsylvania (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.

6.11 Headings; Counterparts . The headings of Sections and subsections in this Agreement are for convenience only and shall not affect its interpretation. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same Agreement.

6.12 Delegation . Any action hereunder that may be taken or directed by the Board or by the Committee may be delegated by (i) the Board to a committee of the Board or to an individual trustee or officer, or (ii) the Committee to one or more members of the Committee or officers, and the determination of any such delegee or delegees shall have the same effect hereunder as a determination of the Board or the Committee, as applicable.

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6.13 Company Assets . Executive acknowledges that no trustee, officer, director or shareholder of Company or any Affiliate is liable to Executive in respect of the payments or other matters set forth herein.

6.14 Amendment . No provision of this Agreement may be amended, modified, or waived except in a writing signed by Executive and such officer as may be specifically designated by Company to sign on its behalf.

6.15 No Mitigation . In no event shall Executive be required to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment after termination of his employment hereunder.

6.16 D&O Insurance; Amendment of Trust Agreement or By-Laws

(a) Company shall not reduce its aggregate directors and officers insurance coverage in force as of May 17, 2004 by more than 20 percent.

(b) Company shall not amend, modify or repeal Paragraph 14 of its Trust Agreement or Article 5 of its By-Laws, each as currently in effect, if the effect of such amendment, modification or repeal would be to alter, to the detriment of Executive, the rights of Executive to indemnification or advance of expenses based on an act or failure to act that took place during Executive’s employment hereunder.

(c) It is agreed that Executive shall not have any equitable remedies of any nature (including, but not limited to, injunctive relief and specific performance) with respect to this Section, and that his sole remedy shall be as set forth in Section 4.4 hereof, Section 4.5 hereof or Section 4.6 hereof, whichever shall be applicable.

6.17 Legal Fees . Company agrees to pay all reasonable legal fees and expenses that Executive has incurred in the preparation and negotiation of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement on this 30th day of December, 2008.

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Exhibit 10.5

EMPLOYMENT AGREEMENT

(As Amended and Restated Effective as of December 31, 2008)

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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EMPLOYMENT AGREEMENT

(As Amended and Restated Effective as of December 31, 2008)

This amended and restated EMPLOYMENT AGREEMENT is between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the “Trust”), and Edward Glickman (“Executive”).

WHEREAS, the Trust desires to continue to employ Executive as Chief Financial Officer of the Trust, and Executive desires to continue to be so employed, on the terms and conditions contained in this amended and restated Employment Agreement;

WHEREAS, except as described in the following paragraph, the Trust and Executive desire to amend and restate Executive’s current Employment Agreement so that, among other things, its terms and conditions comply with (or are exempt from) the deferred compensation rules set forth in section 409A of the Internal Revenue Code and the final regulations issued thereunder; and

WHEREAS, the Trust and Executive desire to set forth the terms and conditions of the dividend equivalency rights under the current Employment Agreement in a separate agreement because such rights (and earnings thereon) are not subject to section 409A, having been granted and having become vested before January 1, 2005;

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

For the purposes of this Agreement, the following terms shall have the following meanings except where the context indicates otherwise:

1.1 “ Affiliate ” means any person or entity controlling, controlled by, or under common control with the Trust. “Control,” as used herein, means the power to direct the management and policies of a person or entity directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; the terms “controlling” and “controlled” shall have correlative meanings. Further, any person or entity that owns beneficially, either directly or through one or more intermediaries, more than 20 percent of the ownership interests in a specified entity shall be presumed to control such entity for purposes of this definition.

1.2 “ Base Salary ” shall mean Executive’s salary as determined under Section 4.1 hereof.

1.3 “ Board ” shall mean the Board of Trustees of the Trust.

1.4 “ Cause ” shall mean:

(a) fraud, theft, misappropriation or embezzlement of the assets or funds of the Trust or an Affiliate by Executive;

(b) indictment of Executive for a crime involving moral turpitude;

(c) breach of Executive’s obligations under Section 6.1 or Section 6.2 hereof;

(d) failure of Executive to perform his duties to the Trust, which persists for more than 20 calendar days after written notice to him of such failure or which recurs thereafter; or

(e) Executive’s repeated abuse of alcohol or other drugs.

1.5 “ CEO ” shall mean the Chief Executive Officer of the Trust or a successor thereto.

1.6 “ Change in Control ” shall mean:

(a) The acquisition by an individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30 percent or more of the combined voting power of the then outstanding voting securities of the Trust entitled to vote generally in the election of trustees (the “Outstanding Shares”); provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Trust, (ii) any acquisition by the Trust, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Trust or any corporation controlled by the Trust, (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) below, or (v) any acquisition by any Person entitled to file Form 13G under the Exchange Act with respect to such acquisition; or

(b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a trustee subsequent to the date hereof whose appointment, election, or nomination for election by the Trust’s shareholders was approved by a vote of at least a majority of the trustees then comprising the Incumbent Board (other than an appointment, election, or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the trustees of the Trust, as such terms are used in Rule 14a-1 promulgated under the Exchange Act) shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board; or

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(c) Approval by the shareholders of the Trust of a reorganization, merger, or consolidation, or sale or other disposition of all or substantially all of the assets of the Trust (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60 percent of, respectively, the then outstanding shares of stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Trust or all or substantially all of the Trust’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Shares, (ii) no Person (excluding any employee benefit plan (or related trust) of the Trust or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30 percent or more of, respectively, the then outstanding shares of stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of trustees or directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d) Approval by the shareholders of the Trust of a complete liquidation or dissolution of the Trust.

1.7 “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

1.8 “ Committee ” shall mean the Executive Compensation and Human Resources Committee of the Board.

1.9 “ Effective Date ” shall mean December 31, 2008.

1.10 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

1.11 “ GAAP ” shall mean generally accepted United States accounting principles.

1.12 “ Good Reason ” shall mean:

(a) a material breach of the Trust’s obligations under this Agreement, provided that the Trust has not remedied such breach within 20 days after written notice to the Trust of such breach;

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(b) the receipt by Executive of written notice from the Trust that the Trust elects not to renew this Agreement under Section 3.1 hereof;

(c) Ronald Rubin ceases to be the CEO at any time; or

(d) following a Change in Control, the Trust or any successor thereto does not offer Executive an employment agreement for at least three years that provides (i) the same title and responsibilities as Executive had immediately prior to the Change in Control, (ii) the same or greater compensation and benefits than Executive had immediately prior to the Change in Control, and (iii) that Executive’s primary business office will continue to be located in the metropolitan Philadelphia area.

1.13 “ Prior Employment Agreement ” shall mean the amended and restated Employment Agreement, effective as of January 1, 1999, entered into between Executive and the Trust, as amended prior to the date hereof.

1.14 “ Retirement Notice ” shall mean notice by Ronald Rubin to the Board of his intention to cease his services as CEO as of a date no fewer than 90 days from such notice.

1.15 “ Shares ” shall mean shares of beneficial interest in the Trust, par value $1.00 per share.

ARTICLE II

CAPACITY AND DUTIES

2.1 Continued Employment; Acceptance of Continued Employment . Commencing on the Effective Date, the Trust agrees to continue to employ Executive and Executive accepts continued employment by the Trust for the period and upon the terms and conditions hereinafter set forth.

2.2 Capacity and Duties

(a) Executive shall be employed by the Trust generally as its President and Chief Operating Officer and shall be a member of the Office of the Chair so long as there is more than one officer in the Office of the Chair. As President and Chief Operating Officer, Executive shall, subject to the supervision and control of the CEO, have the duties and authority consistent with the duties and authorities of a President and Chief Operating Officer of a New York Stock Exchange listed company and as may from time to time be specified by the CEO so long as such duties are consistent with his office. Executive shall report directly to the CEO in performing his duties hereunder. Executive shall also serve as President and Chief Operating Officer of PREIT Associates, L.P. (“PALP”), of which the Trust is the general partner.

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(b) Executive understands that substantially all of the assets of the Trust consists of its general partner interest in PALP, and that the business operations of PALP and its direct and indirect subsidiaries constitute all of the business operations conducted by the Trust and its Affiliates. Accordingly, the Trust and Executive understand that most of Executive’s time and energy will be expended on behalf of PALP and its direct and indirect subsidiaries in Executive’s capacity as an officer of PALP rather than as an officer of the Trust.

(c) Except as provided in subsection (d) below, Executive shall devote his full working time, energy, skill, and best efforts to the performance of his duties hereunder and shall not be employed by, or participate or engage in, or be in any manner a part of the management or operation of any business enterprise or pursuit other than the Trust and its direct or indirect Affiliates without the prior written consent of the Board, which consent may be granted or withheld in its sole discretion.

(d) Executive may (1) continue his investments in the properties listed on Schedule 2.2(c) hereto and, subject to the provisions of Section 6.2 hereof, subsequent properties, provided that Executive’s activities with respect to such subsequent properties comply with the procedures adopted by the Board governing Executive’s non-Trust-related real estate activities, and (2) subject to the provisions of Section 6.2 hereof, sit on the board of directors or similar body of other organizations, including philanthropic organizations and organizations in which Executive has, directly or indirectly, made a venture capital investment, provided, in the case of both clause (1) and (2), that Executive’s activities with respect to the foregoing do not, individually or in the aggregate, in any significant way interfere with, detract from, or affect the performance of his duties for the Trust under this Agreement.

ARTICLE III

TERM OF EMPLOYMENT

3.1 Term . The initial term of Executive’s employment hereunder shall expire on December 31, 2010. The term shall thereafter automatically be renewed for additional two-year periods unless and until either party shall give notice, at least one year prior to the end of the then-current term, of his or its election to terminate Executive’s employment, in each case unless Executive’s employment is earlier terminated as hereinafter provided.

ARTICLE IV

COMPENSATION

4.1 Base Salary

(a) Initial Base Salary . As compensation for Executive’s services hereunder, the Trust shall pay to Executive a Base Salary at the initial annual rate of $507,501, payable in accordance with the Trust’s regular payroll practices in effect from time to time during the term of Executive’s employment.

(b) Automatic Increase in Base Salary . Effective as of January 1 of each year during a term hereof, commencing with January 1, 2009, Executive’s annual Base Salary shall be increased by $25,000 over his Base Salary as in effect for the preceding year or by such greater amount that the Trust shall determine.

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4.2 Cash Incentive Compensation . Executive shall be entitled during his employment hereunder to participate in such of the Trust’s cash incentive plans and programs as may from time to time be provided by the Trust for its executive officers, in each case as determined by the Committee or the Board, as appropriate.

4.3 Benefits . In addition to the compensation provided for in Sections 4.1 and 4.2 hereof, Executive shall be entitled to participate in the Trust’s benefit plans listed on Schedule 4.3 hereof at the Trust’s cost, subject to modifications to such plans (and to the manner in which the Trust pays the cost of such plans) as shall be generally applicable to senior executives of the Trust. The Executive shall be reimbursed for any amounts Executive is required to pay under co-pay or deductible features of any medical coverage provided by the Trust.

4.4 Vacation . Executive shall be entitled to no fewer than 20 vacation days during each calendar year, during which time his compensation shall be paid in full.

4.5 Expense Reimbursement . The Trust shall reimburse Executive for all reasonable expenses incurred by him in connection with the performance of his duties hereunder in accordance with its regular reimbursement policies as in effect from time to time and upon receipt of itemized vouchers and such other supporting information therefor as the Trust may reasonably require.

4.6 Nonqualified Retirement Plan . The Trust shall continue the nonqualified supplemental executive retirement plan with Executive whereby the Trust credits a bookkeeping account maintained by the Trust for Executive with a deemed contribution of $25,000 per fiscal year. Such deemed contribution shall be credited as of the first day of each fiscal year of the Trust and shall earn interest at the rate of 10 percent, compounded annually. Executive shall at all times be fully vested in such account and such account shall be paid to Executive in the manner and at the time(s) specified in such plan.

ARTICLE V

TERMINATION OF EMPLOYMENT

5.1 Death of Executive . If Executive’s employment by the Trust is terminated as a result of Executive’s death:

(a) the Trust shall pay to Executive’s estate all amounts accrued under this Agreement on the date of Executive’s death in accordance with GAAP, as conclusively determined in the absence of manifest error by the auditors of the Trust;

(b) the Trust shall pay to Executive’s estate, within the 60-day period following his death, a lump sum equal to six months of Executive’s then current Base Salary;

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(c) if the Trust achieves the performance goals established in accordance with any plan or program referred to in Section 4.2 hereof for the year in which Executive dies, the Trust shall pay to Executive’s estate, within the period in the following year that begins January 1 and ends March 15, an amount equal to the incentive bonus that Executive would have received under such plan or program had he been employed by the Trust for the full year, multiplied by a fraction the numerator of which is the number of calendar days Executive was employed by the Trust in such year and the denominator of which is 365;

(d) all outstanding options granted to Executive pursuant to the Prior Employment Agreement shall be exercisable in accordance with the terms thereof; all other outstanding options that were granted to Executive prior to the Effective Date (if any) and all options that are granted to Executive on or after the Effective Date (if any) shall be exercisable in accordance with their terms;

(e) anything to the contrary in any other existing agreement or plan notwithstanding, all restricted shares granted to Executive that (i) are subject to vesting solely based on the passage of time and Executive’s continued employment shall become immediately vested, and (ii) are subject to vesting based upon the performance of the Trust (however measured) shall remain restricted shares under the terms of the applicable restricted share award agreement (the “Award”) and shall vest or be forfeited in whole or in part under the terms of such Award as if Employee’s employment had not terminated; and

(f) the Trust shall continue to provide at the Trust’s expense the benefits provided for in Section 4.3 hereof to Executive’s family members who are covered under such plans on the date of Executive’s death for a period of one year following the date of Executive’s death; such continued benefits may be provided by (i) the family members’ continued participation in such plans (to the extent permitted under the terms of the plans), or (ii) the Trust’s purchase of an individual insurance policy(ies) providing such benefits and covering the family members.

5.2 Disability of Executive . If Executive, in the reasonable opinion of a physician selected by the Trust, has been unable, for any reason due to his physical, mental, or emotional illness or condition, to perform his duties hereunder for a period of 120 days within five consecutive months, then the Trust shall have the right to terminate Executive’s employment upon 30 days’ prior written notice to Executive at any time during the continuation of such inability. If Executive’s employment is so terminated, and subject to Section 5.8 hereof:

(a) the Trust shall pay to Executive all amounts accrued under this Agreement on the date Executive’s employment is terminated in accordance with GAAP, as conclusively determined in the absence of manifest error by the auditors of the Trust;

(b) the Trust shall pay to Executive, within the 60-day period following his termination of employment, a lump sum equal to two times his then current Base Salary, minus any disability payments reasonably projected to be received by Executive from other sources during the two years following his termination of employment.

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(c) if the Trust achieves the performance goals established in accordance with any plan or program referred to in Section 4.2 hereof for the year in which Executive’s employment is terminated, the Trust shall pay to Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the incentive bonus that Executive would have received under such plan or program had his employment not been terminated, multiplied by a fraction the numerator of which is the number of calendar days Executive was employed by the Trust in such year and the denominator of which is 365;

(d) all outstanding options granted to Executive pursuant to the Prior Employment Agreement shall be exercisable in accordance with the terms thereof; all other outstanding options that were granted to Executive prior to the Effective Date (if any) and all options that are granted to Executive on or after the Effective Date (if any) shall be exercisable in accordance with their terms;

(e) anything to the contrary in any other existing agreement or document notwithstanding, all restricted Shares granted to Executive that (i) are subject to vesting solely based on the passage of time and Executive’s continued employment shall become immediately vested, and (ii) are subject to vesting based upon the performance of the Trust (however measured) shall remain restricted shares under the terms of the applicable Award and shall vest or be forfeited in whole or in part under the terms of such Award as if Employee’s employment had not terminated; and

(f) the Trust shall continue to provide at the Trust’s expense the benefits provided for in Section 4.3 hereof to Executive and his family members who are covered under such plans on the date of Executive’s termination (other than the profit sharing/401(k) plan) for a period of one year following the date of the termination of Executive’s employment; such continued benefits may be provided by (i) Executive’s and the family members’ continued participation in such plans (to the extent permitted under the terms of the plans), or (ii) the Trust’s purchase of an individual insurance policy(ies) providing such benefits and covering Executive and the family members.

5.3 Termination for Cause . The Trust shall have the right to terminate Executive’s employment for Cause, and, if it does so, and subject to Section 5.8 hereof:

(a) the Trust shall pay to Executive all amounts accrued under this Agreement on the date Executive’s employment is terminated in accordance with GAAP, as conclusively determined in the absence of manifest error by the auditors of the Trust;

(b) if the Trust achieves the performance goals established in accordance with any cash incentive plan in which Executive participates for the year in which Executive’s employment is terminated, the Trust shall pay to Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the incentive bonus that Executive would have received had his employment not been terminated, multiplied by a fraction the numerator of which is the number of calendar days Executive was employed by the Trust in such year and the denominator of which is 365;

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(c) Executive shall have three months to exercise all options granted to Executive pursuant to the Prior Employment Agreement in accordance with the terms thereof; all other outstanding options that were granted to Executive prior to the Effective Date (if any) and all options that are granted to Executive on or after the Effective Date (if any) shall be exercisable in accordance with their terms;

(d) all vested restricted Shares granted to Executive shall be issued to Executive free and clear of any restriction, other than pursuant to applicable securities laws; and

(e) to the extent permitted under the terms of the Trust’s benefit plans, the Trust shall continue to provide the benefits provided for in Section 4.3 hereof to Executive and his family members who are covered under such plans on the date of Executive’s termination (other than the profit sharing/401(k) plan) for a period of six months following the date of the termination of Executive’s employment; provided, however, that, to the extent permitted by law, the Trust shall be entitled to charge Executive for the cost of providing such benefits.

5.4 Termination without Cause Subject to Sections 5.7 and 5.8 hereof, if the Trust terminates Executive’s employment without Cause:

(a) the Trust shall pay to Executive all amounts accrued under this Agreement on the date Executive’s employment is terminated in accordance with GAAP, as conclusively determined in the absence of manifest error by the auditors of the Trust;

(b) the Trust shall pay to Executive, within the 60-day period following his termination of employment, a lump sum amount equal to three times his then current Base Salary;

(c) the Trust shall pay to Executive, within the 60-day period following his termination of employment, a lump sum amount equal to three times the average of the bonuses paid to Executive under any plan or program referred to in Section 4.2 hereof during the three calendar years preceding the calendar year in which Executive’s employment is terminated;

(d) all outstanding options granted to Executive pursuant to the Prior Employment Agreement shall remain exercisable until the earlier of the expiration of the term of the option or 12 months after the termination of Executive’s employment; all other outstanding options that were granted to Executive prior to the Effective Date (if any) and all options that are granted to Executive on or after the Effective Date (if any) shall be exercisable in accordance with their terms;

(e) all restricted Shares granted to Executive shall become vested and all restrictions on such Shares (other than pursuant to applicable securities laws) shall end; and

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(f) to the extent permitted under the terms of the Trust’s benefit plans, the Trust shall continue to provide at the Trust’s expense the benefits provided for in Section 4.3 hereof to Executive and his family members who are covered under such plans on the date of Executive’s termination (other than the profit sharing/401(k) plan) for the balance of the term of Executive’s employment as in effect immediately prior to the termination of Executive’s employment, plus one year; such continued benefits may be provided by (i) Executive’s and the family members’ continued participation in such plans (to the extent permitted under the terms of the plans), or (ii) the Trust’s purchase of an individual insurance policy(ies) providing such benefits and covering Executive and the family members.

5.5 Voluntary Resignation . If Executive’s employment by the Trust is terminated as a result of Executive’s voluntary resignation, and subject to Section 5.8 hereof:

(a) the Trust shall pay to Executive all amounts accrued under this Agreement on the date Executive’s employment is terminated in accordance with GAAP, as conclusively determined in the absence of manifest error by the auditors of the Trust;

(b) if Executive has given the Trust at least six weeks advance written notice of his voluntary resignation and the Trust achieves the performance goals established in accordance with any plan or program referred to in Section 4.2 hereof for the year in which Executive’s employment is terminated, the Trust shall pay to Executive, within the period in the following year that begins January 1 and ends March 15, an amount equal to the incentive bonus that Executive would have received under such plan or program had his employment not been terminated, multiplied by a fraction the numerator of which is the number of calendar days Executive was employed by the Trust in such year and the denominator of which is 365;

(c) Executive shall have three months to exercise all options granted to Executive pursuant to the Prior Employment Agreement in accordance with the terms thereof; all other outstanding options that were granted to Executive prior to the Effective Date (if any) and all options that are granted to Executive on or after the Effective Date (if any) shall be exercisable in accordance with their terms;

(d) all vested restricted Shares granted to Executive shall be issued to Executive free and clear of any restriction, other than pursuant to applicable securities laws; and

(e) to the extent permitted under the terms of the Trust’s benefit plans, the Trust shall continue to provide the benefits provided for in Section 4.3 hereof to Executive and his family members who are covered under such plans on the date of Executive’s termination (other than the profit sharing/401(k) plan) for a period of six months following the date of the termination of Executive’s employment; provided, however, that to the extent permitted by law the Trust shall be entitled to charge Executive for the cost of providing such benefits.

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5.6 Termination for Good Reason

(a) Executive shall have the right to terminate his employment by the Trust for Good Reason. Subject to Sections 5.6(b), 5.7 and 5.8 hereof, if Executive’s employment by the Trust is terminated within six months of any event or occurrence described in Section 1.12 hereof by Executive for Good Reason (solely as defined in subsections (a), (b) and (c) of Section 1.12 hereof):

(1) the Trust shall pay to Executive all amounts accrued under this Agreement on the date Executive’s employment is terminated in accordance with GAAP, as conclusively determined in the absence of manifest error by the auditors of the Trust;

(2) the Trust shall pay to Executive, within the 60-day period following his termination of employment, a lump sum amount equal to three times his then current Base Salary;

(3) the Trust shall pay to Executive, within the 60-day period following his termination of employment, a lump sum amount equal to three times the average of the bonuses paid to Executive under any plan or program referred to in Section 4.2 hereof during the three calendar years preceding the calendar year in which Executive’s employment is terminated;

(4) all outstanding options granted to Executive pursuant to the Prior Employment Agreement shall remain exercisable until the earlier of the expiration of the term of the option or 12 months after the termination of Executive’s employment; all other outstanding options that were granted to Executive prior to the Effective Date (if any) and all options that are granted to Executive on or after the Effective Date (if any) shall be exercisable in accordance with their terms;

(5) all restricted Shares granted to Executive shall become vested and all restrictions on such Shares (other than pursuant to applicable securities laws) shall end; and

(6) to the extent permitted under the terms of the Trust’s benefit plans, the Trust shall continue to provide at the Trust’s expense the benefits provided for in Section 4.3 hereof to Executive and his family members who are covered under such plans on the date of Executive’s termination (other than the profit sharing/401(k) plan) for the balance of the term of Executive’s employment as in effect immediately prior to the termination of Executive’s employment, plus one year; such continued benefits may be provided by (i) Executive’s and the family members’ continued participation in such plans (to the extent permitted under the terms of the plans), or (ii) the Trust’s purchase of an individual insurance policy(ies) providing such benefits and covering Executive and the family members.

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(b) Executive shall not be entitled to the payments, vesting and other entitlements set forth in Section 5.6(a) above if Executive terminates his employment by the Trust solely by reason of Section 1.12(c) hereof, unless Executive terminates his employment during the applicable period set forth below:

(1) If Ronald Rubin ceases to serve as CEO in accordance with a Retirement Notice, the applicable period shall commence six months and end twelve months after the first to occur of the following: (a) Ronald Rubin’s cessation of services as CEO, (b) the designation by the Board of Ronald Rubin’s successor and, if not then employed by the Trust, the commencement of his employment, and (c) the first anniversary of the Retirement Notice; and

(2) If Ronald Rubin ceases to serve as CEO other than in accordance with a Retirement Notice, the applicable period shall (a) begin on the earlier to occur of (i) the anniversary of the date that Ronald Rubin shall have ceased to serve as CEO and (ii) the date that is 180 days after the permanent successor to Ronald Rubin shall have begun serving as CEO and (b) end 180 days after it has begun.

This subsection (b) shall not be construed to affect the entitlements of Executive under Section 5.7(b) hereof following a Change in Control, if applicable; nor shall it be construed to affect the entitlements of Executive under Section 5.5 hereof, if applicable.

5.7 Termination in Connection with a Change in Control

(a) Upon a Change in Control (whether or not there shall be a termination of employment under clauses (i) or (ii) of Section 5.7(b) below):

(1) all outstanding options granted to Executive pursuant to the Prior Employment Agreement shall be exercisable in accordance with the terms thereof; all other outstanding options that were granted to Executive prior to the Effective Date (if any) and all options that are granted to Executive on or after the Effective Date (if any) shall be exercisable in accordance with their terms; and

(2) all restricted Shares granted to Executive shall become vested.

(b) If Executive’s employment by the Trust is terminated (i) by the Trust without Cause following a Change in Control or within the one-year period preceding a Change in Control, or (ii) by Executive for Good Reason within six months following a Change in Control, subject to Section 5.8 hereof:

(1) Executive shall be entitled to receive the payments and other benefits provided under whichever of Sections 5.4 and 5.6 hereof shall be applicable. In the event it is determined that any payment or distribution by the Trust or its Affiliates to or for the benefit of Executive (determined without regard to any additional payments required under this Section 5.7) is subject to the excise tax imposed by section 4999 of the Code (the “Excise Tax”), then the amount of such payments or distributions shall be reduced to the extent necessary to avoid the imposition of any Excise Tax (first by any cash payments and then, to the extent necessary, by any equity awards).

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In the alternative, and if Executive would receive a net after-tax benefit by doing so, the Trust shall pay Executive an additional payment (the “Tax Reimbursement”) in an amount equal to one-half of the Excise Tax imposed upon the payments or distributions. The Tax Reimbursement shall not be grossed-up to cover income or employment taxes assessed upon it. The Tax Reimbursement shall be paid to Executive on the later of (i) the first business day of the seventh calendar month after the calendar month of his termination of employment, or (ii) the date on which Executive pays the taxes to which the Tax Reimbursement relates, but in any event not later than the end of the year following the year in which Executive pays the taxes to which the Tax Reimbursement relates. If the applicable date is described in clause (i) in the preceding sentence, then the Trust shall pay the Tax Reimbursement on the date described in clause (ii) in the preceding sentence to the grantor trust described in Section 5.8(b) hereof, with instructions to the trustee of the grantor trust to pay the Tax Reimbursement to Executive on the date described in such clause (i).

Executive shall notify the Trust in writing of any claim by the Internal Revenue Service that, if successful, might require the payment by the Trust of the Tax Reimbursement. Such notification shall be given as soon as practicable but no later than 10 business days after Executive is informed in writing of such claim. The notification shall apprise the Trust of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Trust (or such shorter period ending on the date that any payment of Excise Tax with respect to such claim is due). If the Trust notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

(i) give the Trust any information reasonably requested by the Trust relating to such claim;

(ii) take such action in connection with contesting such claim as the Trust shall reasonably request from time to time, including, without limitation, accepting legal representation with respect to such claim by legal counsel selected by the Trust (who, without limitation, may regularly provide legal services to the Trust);

(iii) cooperate with the Trust in good faith in order to contest effectively such claim; and

(iv) permit the Trust to participate in any proceedings relating to such claim.

(2) Notwithstanding Sections 5.4 and 5.6 hereof, all options held by Executive shall remain exercisable until the earlier of the expiration of the 10-year term of the option or 24 months after Executive’s termination of employment under this subsection (b).

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5.8 Rules to Effect Compliance with (or Exemption from) Section 409A of Code

(a) Termination of Employment . Executive shall only have incurred a termination of employment from the Trust for purposes of this Agreement if Executive has separated from service with all entities in the group of entities under common control with the Trust, within the meaning of sections 414(b) and 414(c) of the Code (using the phrase “at least 50 percent” rather than the phrase “at least 80 percent,” where applicable). The determination of whether Executive has had a termination of employment from the Trust shall be made by the Committee, applying the rules set forth in Treas. Reg. §1.409A-1(h) and any amendment thereof or successor thereto.

(b) Required Delay for Some Payments . Notwithstanding any payout schedule set forth in this Article V, if Executive is a “specified employee,” as defined in Treas. Reg. §1.409A-1(i) and any amendment thereof or successor thereto, on the date his termination of employment from the Trust occurs, any payments due to him under Sections 5.2(b), 5.4(b), 5.4(c), 5.6(a)(2) and 5.6(a)(3) hereof, and the first sentence only of Section 5.7(b)(1) hereof during the first six months after his termination of employment will not be paid to him during such first six months and will instead be paid to him on the first business day of the seventh calendar month following the calendar month of such termination of employment. Such payments shall instead be paid by the Trust into a “grantor trust” on the date such amount would have been paid to Executive but for the six-month delay required by this subsection (b). Such grantor trust shall be established by the Trust under terms and conditions substantially the same as the terms and conditions approved by the Internal Revenue Service in its Revenue Procedure 92-64, with instructions to the trustee of the grantor trust to make the delayed payment at the time set forth in this subsection (b), subject to such terms and conditions.

5.9 Section 409A Compliance . This Agreement is intended to comply with the requirements of section 409A of the Code and the final regulations issued thereunder and shall be construed and interpreted in accordance therewith in order to avoid the imposition of additional tax hereunder.

5.10 No Further Obligation . Upon all payments described in this Article V having been made to Executive, the Trust shall have no further obligation to Executive hereunder.

ARTICLE VI

RESTRICTIVE COVENANTS

6.1 Confidentiality . Executive acknowledges a duty of confidentiality owed to the Trust and shall not, directly or indirectly, at any time during or after his employment by the Trust, retain in writing, use, divulge, furnish, or make accessible to anyone, without the express authorization of the Board, any trade secret, private or confidential information, or knowledge of the Trust or any of its Affiliates obtained or acquired by him while so employed by the Trust or any of its Affiliates or any predecessors or successors thereto. All computer software, books,

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records (excluding Executive’s personal financial records and papers relating to his compensation and benefits), files, and know-how generated or acquired while an employee of the Trust or any of its Affiliates, are acknowledged to be the property of the Trust and shall not be duplicated, removed from the Trust’s possession or made use of other than in pursuit of the Trust’s or its Affiliates’ businesses and, upon termination of employment for any reason, Executive shall deliver to the Trust, without further demand, all copies thereof which are then in his possession or under his control. The provisions of this Section 6.1 shall not apply to information which (i) is or becomes generally available to the public or generally known in the real estate investment industry other than as a result of disclosure by Executive in breach of this Section 6.1 or any other agreement with the Trust or any Affiliate, (ii) was available to Executive on a non-confidential basis prior to its disclosure to Executive, (iii) becomes available to Executive on a non-confidential basis from a source other than the Trust or its Affiliates, or (iv) is required to be disclosed by law or by order of a court or governmental authority.

6.2 Noncompetition . During the term of Executive’s employment and for six months after termination of Executive’s employment for Cause (solely as defined in subsections (a), (b) and (e) of Section 1.4 hereof), Executive shall not directly or indirectly (i) engage, anywhere within 25 miles of any property in which the Trust or an Affiliate has a direct or indirect ownership interest (the “Trust Properties”) (A) in the acquisition or development of any apartment properties or shopping centers in competition with any apartment properties or shopping centers in which at any time during the term of Executive’s employment, the Trust or an Affiliate thereof has a direct or indirect ownership interest; or (B) in the management or leasing of any property in competition with the Trust Properties or (ii) be or become a stockholder, partner, owner, officer, director, employee or agent of, a consultant to, or give financial or other assistance to, any person or entity considering engaging in any such activities or so engaged; provided, however, that nothing herein shall prohibit Executive and his affiliates from (A) owning, as passive investors, in the aggregate not more than two percent of the outstanding publicly traded stock of any corporation so engaged; or (B) acquiring, developing, managing, or leasing any properties not in competition with the Trust or any Affiliate, subject to subsections (b) and (c) of Section 2.2 hereof. The duration of Executive’s covenants set forth in this Section 6.2 shall be extended by a period of time equal to the number of days, if any, during which Executive is in violation of the provisions hereof.

6.3 Injunctive and Other Relief

(a) Executive acknowledges that the covenants contained in Sections 6.1, 6.2, and 7.3 hereof are fair and reasonable in light of the consideration paid hereunder, and that damages alone shall not be an adequate remedy for any breach by Executive of his covenants contained herein. Accordingly, in addition to any other remedies that the Trust may have, the Trust shall be entitled to injunctive relief in any court of competent jurisdiction for any breach or threatened breach of any such covenants by Executive. Nothing contained herein shall prevent or delay the Trust from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended breach by Executive of any of his obligations hereunder.

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(b) In addition to such equitable relief with respect to Sections 6.1, 6.2, and 7.3 hereof, the Trust shall be entitled to monetary damages for any breach in an amount deemed reasonable to cover all actual and consequential losses, plus all monies received by Executive as a result of said breach and all costs and attorneys’ fees incurred by the Trust in enforcing this Agreement, provided, however, that the Trust shall have no right to set off any such monetary damages against amounts owed by the Trust to Executive under this Agreement or any other agreement between the parties.

ARTICLE VII

MISCELLANEOUS

7.1 Arbitration

(a) All disputes arising out of or relating to this Agreement that cannot be settled by the parties shall be settled by arbitration in Philadelphia, Pennsylvania, pursuant to the rules and regulations then obtaining of the American Arbitration Association; provided, that nothing herein shall preclude the Trust from seeking, in any court of competent jurisdiction, damages, specific performance, or other equitable remedies in the case of any breach or threatened breach by Executive of Section 6.1, Section 6.2, or Section 7.3 hereof. The decision of the arbitrators shall be final and binding upon the parties, and judgment upon such decision may be entered in any court of competent jurisdiction.

(b) Discovery shall be allowed pursuant to the intendment of the United States Federal Rules of Civil Procedure and as the arbitrators determine appropriate under the circumstances.

(c) The arbitration tribunal shall be formed of three arbitrators, one to be appointed by each party and the third to be appointed by the first two arbitrators. Such arbitrators shall be required to apply the contractual provisions hereof in deciding any matter submitted to them and shall not have any authority, by reason of this Agreement or otherwise, to render a decision that is contrary to the mutual intent of the parties as set forth in this Agreement.

(d) The cost of any arbitration proceeding hereunder shall be paid by the non-prevailing party.

7.2 Prior Employment . With the exception of the Prior Employment Agreement, Executive represents and warrants on the date hereof that he is not a party to any other employment, non-competition, joint venture, partnership, or other agreement or restriction that could interfere with his employment with the Trust or his or the Trust’s rights and obligations hereunder; and that his acceptance of continued employment with the Trust and the performance of his duties hereunder will not breach the provisions of any contract, agreement, or understanding to which he is party or any duty owed by him to any other person. Executive warrants and covenants that he will not while an employee of the Trust hereafter become a party to or be bound by any such conflicting agreement. The Prior Employment Agreement is terminated as of the Effective Date, and Executive hereby releases the Trust from any and all obligations, liabilities, or claims under such Agreement as of such date.

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7.3 Solicitation of Employees . During the term of Executive’s employment and for two years thereafter, Executive shall not directly or indirectly solicit or contact any person who is employed by the Trust or any Affiliate with a view to the engagement or employment of such person by any person or entity or otherwise interfere with the employment relationship of any employee of the Trust or of any Affiliate.

7.4 Indemnification . The Trust shall indemnify and defend Executive against all claims arising out of Executive’s activities as an officer or employee of the Trust to the fullest extent permitted under the Trust’s Trust Agreement, provided that the Trust shall not indemnify Executive for any claims in connection with liabilities arising under the “Contribution Agreement” (as defined in the Employment Agreement, dated as of July 30, 1997, entered into between Executive and the Trust) or any document contemplated in the Contribution Agreement. In addition to the foregoing, Executive shall, upon reasonable notice, furnish such information and proper assistance to the Trust as may reasonably be required by the Trust in connection with any litigation in which it or its Affiliates are, or may become, parties.

7.5 Severability . The invalidity or unenforceability of any particular provision or part of any provision of this Agreement shall not affect the other provisions or parts hereof. If any provision hereof is determined to be invalid or unenforceable by a court of competent jurisdiction by reason of the duration or geographical scope of the covenants contained therein, such duration or geographical scope, or both, shall be considered to be reduced to a duration or geographical scope to the extent necessary to cure such invalidity.

7.6 Assignment . This Agreement shall not be assignable by Executive, and shall be assignable by the Trust only to any person or entity which may become a successor in interest (by purchase of assets or shares, or by merger, or otherwise) to the Trust in the business or a portion of the business presently operated by it or to an Affiliate. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors, assigns, heirs, executors and administrators.

7.7 Notices . All notices hereunder shall be in writing and shall be sufficiently given if hand-delivered, sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested, or by telegram, fax, or telecopy (confirmed by U.S. mail), receipt acknowledged, addressed as set forth below or to such other person and/or at such other address as may be furnished in writing by any party hereto to the other. Any such notice shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor, in all other cases. Any and all service of process and any other notice in any action, suit, or proceeding shall be effective against any party if given as provided in this Agreement; provided that nothing herein shall be deemed to affect the right of any party to serve process in any other manner permitted by law.

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(a) If to the Trust:

Pennsylvania Real Estate Investment Trust

200 South Broad Street, Third Floor

Philadelphia, PA 19102

Tel: (215) 875-0700

Fax: (215) 547-7311

Attention: Executive Compensation and Human Resources

          Committee of the Board of Trustees

With a copy to:

Drinker Biddle & Reath LLP

One Logan Square

18 ^th  & Cherry Streets

Philadelphia, PA 19103

Tel: (215) 988-2794

Fax: (215) 988-2757

Attention: Howard A. Blum, Esquire

(b) If to Executive:

Edward Glickman

280 Melrose Avenue

Merion, PA 19066

With a copy to:

Eckert Seamans Cherin & Mellott, LLC

Two Liberty Place

50 South 16 ^th Street

Philadelphia, PA 19102

Tel: (215) 851-8422

Fax: (215) 851-8383

Attention: Stephen M. Foxman, Esquire

7.8 Entire Agreement and Modification . This Agreement constitutes the entire agreement between the parties hereto with respect to the matters contemplated herein and supersedes all prior agreements and understandings with respect thereto, including but not limited to the Prior Employment Agreement, as of the Effective Date. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege with respect to any occurrence or be construed as a waiver of any right, remedy, power, or privilege with respect to any other occurrence.

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7.9 Governing Law . This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the internal laws of the Commonwealth of Pennsylvania (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.

7.10 Headings; Counterparts . The headings of Sections and subsections in this Agreement are for convenience only and shall not affect its interpretation. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same Agreement.

7.11 Delegation . Any action hereunder that may be taken or directed by the Board may be delegated by the Board to the Committee or to an individual trustee or officer, and the determination of the Committee or individual shall have the same effect hereunder as a determination of the Board.

7.12 Trust Assets . Executive acknowledges that no trustee, officer, or shareholder of the Trust is liable to Executive in respect of the payments or other matters set forth herein.

7.13 Amendment . No provision of this Agreement may be amended, modified, or waived except in a writing signed by Executive and such officer as may be specifically designated by the Trust to sign on its behalf.

7.14 General Creditor . Nothing contained herein shall create or require the Trust to create a trust of any kind to fund any benefits which may be payable hereunder, and to the extent that Executive acquires a right to receive benefits from the Trust hereunder, such right shall be no greater than the right of any unsecured general creditor of the Trust.

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IN WITNESS WHEREOF , the parties have executed this Agreement on this 23rd day of December, 2008.

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Schedule 2.2(c) to Amended and Restated Employment Agreement

for Edward Glickman

Schedule 4.3 to Amended and Restated Employment Agreement

for Edward Glickman

Exhibit 10.6

NONQUALIFIED SUPPLEMENTAL

EXECUTIVE RETIREMENT AGREEMENT

(Effective January 1, 2009)

THIS AGREEMENT, dated as of the 30th day of December, 2008, is between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the “Trust”), and Ronald Rubin (the “Executive”), an officer of the Trust.

WHEREAS , the Trust and the Executive entered into an amended and restated Employment Agreement, effective as of January 1, 2004, which continued the nonqualified supplemental executive retirement plan that the Trust had previously established for the Executive;

WHEREAS, the Trust desires to continue to provide a nonqualified supplemental executive retirement benefit to the Executive as hereinafter provided, in accordance with the terms of the amended and restated Employment Agreement entered into by the Trust and the Executive in December 2008 and to set forth the terms and conditions of such benefit in a separate document;

WHEREAS, the supplemental retirement benefits credited to the Executive’s account before January 1, 2005 were vested upon such crediting so that such benefits (plus earnings therein) are not subject to the deferred compensation rules set forth in section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations issued thereunder;

WHEREAS, in order to preserve the application of federal tax law other than section 409A to such benefits, the terms and conditions governing such benefits may not be materially modified after October 3, 2004; and

WHEREAS, in order to preserve such terms and conditions and to set forth different terms and conditions applicable to the Executive’s post-2004 benefits, the Trust and the Executive desire to enter into this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Supplemental Retirement Benefit . The Trust shall continue a bookkeeping account for the Executive and shall credit such account each fiscal year beginning January 1, 2009 or later with a deemed contribution of $100,000. Such deemed contributions shall be credited as of January 1 of the applicable fiscal year and shall earn interest at the rate of 10 percent, compounded annually.

2. Vesting . The Executive shall be fully vested in all amounts credited to his account at all times.

3. Payments to Executive

(a) Pre-2005 Account . Upon termination of the Executive’s employment with the Trust for any reason, the Trust shall pay to the Executive the amount credited to his account as of December 31, 2004, plus earnings thereon after December 31, 2004 (the “Pre-2005 Account”) in a single sum within 60 calendar days after such termination of employment. If the Executive’s employment is terminated due to his death, such amount shall be paid to the Executive’s beneficiary, as designated on the attached Exhibit A.

(b) Post-2004 Account . Upon termination of the Executive’s employment with the Trust (within the meaning of subsection (c)(1) below) for any reason, the Trust (subject to subsection (c)(2) below) shall pay to the Executive the amount credited to his account on and after January 1, 2005, plus earnings thereon (the “Post-2004 Account”) in a single sum within 60 calendar days after such termination of employment. If the Executive’s employment is terminated due to his death, such amount shall be paid to the Executive’s beneficiary, as designated on the attached Exhibit A, within 60 calendar days after the Executive’s death.

(c) Rules to Effect Compliance with (or Exemption from) Section 409A of Code

(1) Termination of Employment . The Executive shall only have incurred a termination of employment from the Trust for purposes of the Post-2004 Account if the Executive has separated from service with all entities in the group of entities under common control with the Trust, within the meaning of sections 414(b) and 414(c) of the Code (using the phrase “at least 50 percent” rather than the phrase “at least 80 percent,” where applicable). The determination of whether the Executive has had a termination of employment from the Trust shall be made by the Executive Compensation and Human Resources Committee of the Board of Trustees of the Trust, applying the rules set forth in Treas. Reg. §1.409A-1(h) and any amendment thereof or successor thereto.

(2) Required Delay for Some Payments . Notwithstanding the payment date set forth in subsection (b) above, if the Executive is a “specified employee,” as defined in Treas. Reg. §1.409A-1(i) and any amendment thereof or successor thereto, on the date his termination of employment from the Trust occurs, his Post-2004 Account will not be paid to him under subsection (b) above during the first six months after his termination of employment, and will instead be paid to him on the first business day of the seventh calendar month following the calendar month of such termination of employment.

4. Section 409A Compliance . Except for amounts credited to the Executive’s Pre-2005 Account, this Agreement is intended to comply with the requirements of section 409A of the Code and the final regulations issued thereunder and shall be construed and interpreted in accordance therewith in order to avoid the imposition of additional tax hereunder.

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5. Agreement Unfunded . This Agreement shall be unfunded and the payment of benefits hereunder shall be made from the general assets of the Trust. Any assets which may be set aside, earmarked or identified as being intended for the payment of benefits under this Agreement shall remain assets of the Trust and shall be subject to the claims of its general creditors. The Executive shall be a general and unsecured creditor of the Trust to the extent of the amount in his accounts, and he shall have no right, title or interest in any specific asset that the Trust may set aside, earmark or identify as for the payment of benefits under this Agreement.

6. Non-Assignability . No benefits under this Agreement shall be subject in any manner to assignment, anticipation, alienation, sale, transfer, pledge or encumbrance, and any attempt to do so shall be void and unenforceable. Such benefits shall not be subject to or liable for the debts, contracts, liabilities, engagement or torts of the Executive.

7. Amendment and Termination

(a) Pre-2005 Account . As for the Pre-2005 Account, this Agreement may be amended or terminated, in whole or in part, upon the mutual agreement of the Executive and the Trust.

(b) Post-2004 Account . As for the Post-2004 Account, this Agreement may be amended or terminated, in whole or in part, upon the mutual agreement of the Executive and the Trust. However, if terminated, the Post-2004 Account shall be paid to the Executive in a single sum pursuant to the rules set forth in Treas. Reg. §1.409A-3(j)(4)(ix) and any amendment thereof or successor thereto.

8. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Trust, its successors and assigns, and the Executive and his heirs, executors, administrators and legal representatives.

9. Headings . The headings of Paragraphs and subparagraphs of this Agreement are for the convenience of reference only. In the event of a conflict between a heading and the content of a Paragraph or subparagraph, the content of the Paragraph or subparagraph shall control.

10. Governing Law . This Agreement shall be construed in accordance with, and governed by, the laws of the Commonwealth of Pennsylvania (without reference to the principles of conflict of laws).

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IN WITNESS WHEREOF, the Trust has caused this Agreement to be duly executed by its duly authorized officer, and the Executive has hereunto set his hand and seal, all as of the day and year first above written.

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EXHIBIT A

NONQUALIFIED SUPPLEMENTAL

EXECUTIVE RETIREMENT AGREEMENT

BENEFICIARY DESIGNATION

This form is for your use pursuant to the Nonqualified Supplemental Executive Retirement Agreement (the “Agreement”), effective January 1, 2009, between you and Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the “Trust”), to name a beneficiary for the amount payable to you under the Agreement. You should complete the form, sign it, have it signed by the Trust, and date it.

* * * * *

I understand that, in the event my employment with the Trust is terminated due to my death, the amount payable under the Agreement will be paid in a single sum to the beneficiary designated by me below or, if none or if my designated beneficiary predeceases me, to my surviving spouse or, if none, to my estate. I further understand that the last beneficiary designation filed by me during my lifetime cancels all prior beneficiary designations previously filed by me under the Agreement.

ACCEPTED:

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

A-1

Exhibit 10.7

NONQUALIFIED SUPPLEMENTAL

EXECUTIVE RETIREMENT AGREEMENT

(As Amended and Restated Effective January 1, 2009)

THIS AGREEMENT, dated as of the 30th day of December, 2008, is between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the “Trust”), and George F. Rubin (the “Executive”), an officer of the Trust.

WHEREAS, the Trust desires to continue to provide a nonqualified supplemental executive retirement benefit to the Executive as hereinafter provided, in accordance with the terms of the amended and restated Employment Agreement, entered into by the Trust and the Executive in December 2008;

WHEREAS, the supplemental retirement benefits credited to the Executive’s account before January 1, 2005 were vested upon such crediting so that such benefits (plus earnings therein) are not subject to the deferred compensation rules set forth in section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations issued thereunder;

WHEREAS, in order to preserve the application of federal tax law other than section 409A to such benefits, the terms and conditions governing such benefits may not be materially modified after October 3, 2004; and

WHEREAS, in order to preserve such terms and conditions and to set forth different terms and conditions applicable to the Executive’s post-2004 benefits, the Trust and the Executive desire to restate this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Supplemental Retirement Benefit . The Trust shall continue a bookkeeping account for the Executive and shall credit such account each fiscal year beginning January 1, 2009 or later with a deemed contribution of $35,000. Such deemed contributions shall be credited as of January 1 of the applicable fiscal year and shall earn interest at the rate of 10 percent, compounded annually.

2. Vesting . The Executive shall be fully vested in all amounts credited to his account at all times.

3. Payments to Executive

(a) Pre-2005 Account . Upon termination of the Executive’s employment with the Trust for any reason, the Trust shall pay to the Executive the amount credited to his account as of December 31, 2004, plus earnings thereon after December 31, 2004 (the “Pre-2005 Account”) in a single sum within 60 calendar days after such termination of employment. If the Executive’s employment is terminated due to his death, such amount shall be paid to the Executive’s beneficiary, as designated on the attached Exhibit A.

(b) Post-2004 Account . Upon termination of the Executive’s employment with the Trust (within the meaning of subparagraph (c)(1) below) for any reason, the Trust (subject to subparagraph (c)(2) below) shall pay to the Executive the amount credited to his account on and after January 1, 2005, plus earnings thereon (the “Post-2004 Account”) in a single sum within 60 calendar days after such termination of employment. If the Executive’s employment is terminated due to his death, such amount shall be paid to the Executive’s beneficiary, as designated on the attached Exhibit A, within 60 calendar days after the Executive’s death.

(c) Rules to Effect Compliance with (or Exemption from) Section 409A of Code

(1) Termination of Employment . The Executive shall only have incurred a termination of employment from the Trust for purposes of the Post-2004 Account if the Executive has separated from service with all entities in the group of entities under common control with the Trust, within the meaning of sections 414(b) and 414(c) of the Code (using the phrase “at least 50 percent” rather than the phrase “at least 80 percent,” where applicable). The determination of whether the Executive has had a termination of employment from the Trust shall be made by the Executive Compensation and Human Resources Committee of the Board of Trustees of the Trust, applying the rules set forth in Treas. Reg. §1.409A-1(h) and any amendment thereof or successor thereto.

(2) Required Delay for Some Payments . Notwithstanding the payment date set forth in subparagraph (b) above, if the Executive is a “specified employee,” as defined in Treas. Reg. §1.409A-1(i) and any amendment thereof or successor thereto, on the date his termination of employment from the Trust occurs, his Post-2004 Account will not be paid to him under subparagraph (b) above during the first six months after his termination of employment, and will instead be paid to him on the first business day of the seventh calendar month following the calendar month of such termination of employment.

4. Section 409A Compliance . Except for amounts credited to the Executive’s Pre-2005 Account, this Agreement is intended to comply with the requirements of section 409A of the Code and the final regulations issued thereunder and shall be construed and interpreted in accordance therewith in order to avoid the imposition of additional tax hereunder.

5. Agreement Unfunded . This Agreement shall be unfunded and the payment of benefits hereunder shall be made from the general assets of the Trust. Any assets which may be set aside, earmarked or identified as being intended for the payment of benefits under this Agreement shall remain assets of the Trust and shall be subject to the claims of its general creditors. The Executive shall be a general and unsecured creditor of the Trust to the extent of the amount in his accounts, and he shall have no right, title, or interest in any specific asset that the Trust may set aside, earmark or identify as for the payment of benefits under this Agreement.

6. Non-Assignability . No benefits under this Agreement shall be subject in any manner to assignment, anticipation, alienation, sale, transfer, pledge or encumbrance, and any attempt to do so shall be void and unenforceable. Such benefits shall not be subject to or liable for the debts, contracts, liabilities, engagement or torts of the Executive.

7. Amendment and Termination

(a) Pre-2005 Account . As for the Pre-2005 Account, this Agreement may be amended or terminated, in whole or in part, upon the mutual agreement of the Executive and the Trust.

(b) Post-2004 Account . As for the Post-2004 Account, this Agreement may be amended or terminated, in whole or in part, upon the mutual agreement of the Executive and the Trust. However, if terminated, the Post-2004 Account shall be paid to the Executive in a single sum pursuant to the rules set forth in Treas. Reg. § 1.409A-3(j)(4)(ix) and any amendment thereof or successor thereto.

8. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Trust, its successors and assigns, and the Executive and his heirs, executors, administrators and legal representatives.

9. Headings . The headings of Paragraphs and subparagraphs of this Agreement are for the convenience of reference only. In the event of a conflict between a heading and the content of a Paragraph or subparagraph, the content of the Paragraph or subparagraph shall control.

10. Governing Law . This Agreement shall be construed in accordance with, and governed by, the laws of the Commonwealth of Pennsylvania (without reference to the principles of conflict of laws).

IN WITNESS WHEREOF, the Trust has caused this Agreement to be duly executed by its duly authorized officer, and the Executive has hereunto set his hand and seal, all as of the day and year first above written.

EXHIBIT A

NONQUALIFIED SUPPLEMENTAL

EXECUTIVE RETIREMENT AGREEMENT

BENEFICIARY DESIGNATION

This form is for your use pursuant to the Nonqualified Supplemental Executive Retirement Agreement (the “Agreement”), as amended and restated effective as of January 1, 2009, between you and Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the “Trust”), to name a beneficiary for the amount payable to you under the Agreement. You should complete the form, sign it, have it signed by the Trust, and date it.

* * * * *

I understand that, in the event my employment with the Trust is terminated due to my death, the amount payable under the Agreement will be paid in a single sum to the beneficiary designated by me below or, if none or if my designated beneficiary predeceases me, to my surviving spouse or, if none, to my estate. I further understand that the last beneficiary designation filed by me during my lifetime cancels all prior beneficiary designations previously filed by me under the Agreement.

I hereby state that Lorraine Rubin , residing at 847 Providence Road – Malvern, PA 19355 , whose Social Security number is XXX-XX-XXXX , is designated as my beneficiary.

Exhibit 10.8

NONQUALIFIED SUPPLEMENTAL

EXECUTIVE RETIREMENT AGREEMENT

(As Amended and Restated Effective January 1, 2009)

THIS AGREEMENT, dated as of the 30th day of December, 2008, is between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the “Trust”), and Joseph F. Coradino (the “Executive”), an officer of the Trust.

WHEREAS, the Trust desires to continue to provide a nonqualified supplemental executive retirement benefit to the Executive as hereinafter provided, in accordance with the terms of the amended and restated Employment Agreement entered into by the Trust and the Executive in December 2008;

WHEREAS, the supplemental retirement benefits credited to the Executive’s account before January 1, 2005 were vested upon such crediting so that such benefits (plus earnings therein) are not subject to the deferred compensation rules set forth in section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations issued thereunder;

WHEREAS, in order to preserve the application of federal tax law other than section 409A to such benefits, the terms and conditions governing such benefits may not be materially modified after October 3, 2004; and

WHEREAS, in order to preserve such terms and conditions and to set forth different terms and conditions applicable to the Executive’s post-2004 benefits, the Trust and the Executive desire to restate this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Supplemental Retirement Benefit . The Trust shall continue a bookkeeping account for the Executive and shall credit such account each fiscal year beginning January 1, 2009 or later with a deemed contribution of $35,000. Such deemed contributions shall be credited as of January 1 of the applicable fiscal year and shall earn interest at the rate of 10 percent, compounded annually.

2. Vesting . The Executive shall be fully vested in all amounts credited to his account at all times.

3. Payments to Executive

(a) Pre-2005 Account . Upon termination of the Executive’s employment with the Trust for any reason, the Trust shall pay to the Executive the amount credited to his account as of December 31, 2004, plus earnings thereon after December 31, 2004 (the “Pre-2005 Account”) in a single sum within 60 calendar days after such termination of employment. If the Executive’s employment is terminated due to his death, such amount shall be paid to the Executive’s beneficiary, as designated on the attached Exhibit A.

(b) Post-2004 Account . Upon termination of the Executive’s employment with the Trust (within the meaning of subparagraph (c)(1) below) for any reason, the Trust (subject to subparagraph (c)(2) below) shall pay to the Executive the amount credited to his account on and after January 1, 2005, plus earnings thereon (the “Post-2004 Account”) in a single sum within 60 calendar days after such termination of employment. If the Executive’s employment is terminated due to his death, such amount shall be paid to the Executive’s beneficiary, as designated on the attached Exhibit A, within 60 calendar days after the Executive’s death.

(c) Rules to Effect Compliance with (or Exemption from) Section 409A of Code

(1) Termination of Employment . The Executive shall only have incurred a termination of employment from the Trust for purposes of the Post-2004 Account if the Executive has separated from service with all entities in the group of entities under common control with the Trust, within the meaning of sections 414(b) and 414(c) of the Code (using the phrase “at least 50 percent” rather than the phrase “at least 80 percent,” where applicable). The determination of whether the Executive has had a termination of employment from the Trust shall be made by the Executive Compensation and Human Resources Committee of the Board of Trustees of the Trust, applying the rules set forth in Treas. Reg. §1.409A-1(h) and any amendment thereof or successor thereto.

(2) Required Delay for Some Payments . Notwithstanding the payment date set forth in subparagraph (b) above, if the Executive is a “specified employee,” as defined in Treas. Reg. §1.409A-1(i) and any amendment thereof or successor thereto, on the date his termination of employment from the Trust occurs, his Post-2004 Account will not be paid to him under subparagraph (b) above during the first six months after his termination of employment, and will instead be paid to him on the first business day of the seventh calendar month following the calendar month of such termination of employment.

4. Section 409A Compliance . Except for amounts credited to the Executive’s Pre-2005 Account, this Agreement is intended to comply with the requirements of section 409A of the Code and the final regulations issued thereunder and shall be construed and interpreted in accordance therewith in order to avoid the imposition of additional tax hereunder.

5. Agreement Unfunded . This Agreement shall be unfunded and the payment of benefits hereunder shall be made from the general assets of the Trust. Any assets which may be set aside, earmarked or identified as being intended for the payment of benefits under this Agreement shall remain assets of the Trust and shall be subject to the claims of its general creditors. The Executive shall be a general and unsecured creditor of the Trust to the extent of the amount in his accounts, and he shall have no right, title or interest in any specific asset that the Trust may set aside, earmark or identify as for the payment of benefits under this Agreement.

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6. Non-Assignability . No benefits under this Agreement shall be subject in any manner to assignment, anticipation, alienation, sale, transfer, pledge or encumbrance, and any attempt to do so shall be void and unenforceable. Such benefits shall not be subject to or liable for the debts, contracts, liabilities, engagement or torts of the Executive.

7. Amendment and Termination

(a) Pre-2005 Account . As for the Pre-2005 Account, this Agreement may be amended or terminated, in whole or in part, upon the mutual agreement of the Executive and the Trust.

(b) Post-2004 Account . As for the Post-2004 Account, this Agreement may be amended or terminated, in whole or in part, upon the mutual agreement of the Executive and the Trust. However, if terminated, the Post-2004 Account shall be paid to the Executive in a single sum pursuant to the rules set forth in Treas. Reg. §1.409A-3(j)(4)(ix) and any amendment thereof or successor thereto.

8. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Trust, its successors and assigns, and the Executive and his heirs, executors, administrators and legal representatives.

9. Headings . The headings of Paragraphs and subparagraphs of this Agreement are for the convenience of reference only. In the event of a conflict between a heading and the content of a Paragraph or subparagraph, the content of the Paragraph or subparagraph shall control.

10. Governing Law . This Agreement shall be construed in accordance with, and governed by, the laws of the Commonwealth of Pennsylvania (without reference to the principles of conflict of laws).

IN WITNESS WHEREOF, the Trust has caused this Agreement to be duly executed by its duly authorized officer, and the Executive has hereunto set his hand and seal, all as of the day and year first above written.

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EXHIBIT A

NONQUALIFIED SUPPLEMENTAL

EXECUTIVE RETIREMENT AGREEMENT

BENEFICIARY DESIGNATION

This form is for your use pursuant to the Nonqualified Supplemental Executive Retirement Agreement (the “Agreement”), as amended and restated effective as of January 1, 2009, between you and Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the “Trust”), to name a beneficiary for the amount payable to you under the Agreement. You should complete the form, sign it, have it signed by the Trust, and date it.

* * * * *

I understand that, in the event my employment with the Trust is terminated due to my death, the amount payable under the Agreement will be paid in a single sum to the beneficiary designated by me below or, if none or if my designated beneficiary predeceases me, to my surviving spouse or, if none, to my estate. I further understand that the last beneficiary designation filed by me during my lifetime cancels all prior beneficiary designations previously filed by me under the Agreement.

I hereby state that Dawn Coradino, residing at 2470 White Horse Road, Berwyn, PA 19312-2132, whose Social Security number is XXX-XX-XXXX, is designated as my beneficiary.

A-1

Exhibit 10.9

NONQUALIFIED SUPPLEMENTAL

EXECUTIVE RETIREMENT AGREEMENT

(As Amended and Restated Effective January 1, 2009)

THIS AGREEMENT, dated as of the 30th day of December, 2008, is between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the “Trust”), and Robert McCadden (the “Executive”), an officer of the Trust.

WHEREAS, the Trust desires to continue to provide a nonqualified supplemental executive retirement benefit to the Executive as hereinafter provided, in accordance with the terms of the amended and restated Employment Agreement entered into by the Trust and the Executive in December 2008;

WHEREAS, the supplemental retirement benefits credited to the Executive’s account before January 1, 2005 were vested upon such crediting so that such benefits (plus earnings therein) are not subject to the deferred compensation rules set forth in section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations issued thereunder;

WHEREAS, in order to preserve the application of federal tax law other than section 409A to such benefits, the terms and conditions governing such benefits may not be materially modified after October 3, 2004; and

WHEREAS, in order to preserve such terms and conditions and to set forth different terms and conditions applicable to the Executive’s post-2004 benefits, the Trust and the Executive desire to restate this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Supplemental Retirement Benefit . The Trust shall continue a bookkeeping account for the Executive and shall credit such account each fiscal year beginning January 1, 2009 or later with a deemed contribution of $25,000. Such deemed contributions shall be credited as of January 1 of the applicable fiscal year and shall earn interest at the rate of 10 percent, compounded annually.

2. Vesting . The Executive shall be fully vested in all amounts credited to his account at all times.

3. Payments to Executive

(a) Pre-2005 Account . Upon termination of the Executive’s employment with the Trust for any reason, the Trust shall pay to the Executive the amount credited to his account as of December 31, 2004, plus earnings thereon after December 31, 2004 (the “Pre-2005 Account”) in a single sum within 60 calendar days after such termination of employment. If the Executive’s employment is terminated due to his death, such amount shall be paid to the Executive’s beneficiary, as designated on the attached Exhibit A.

(b) Post-2004 Account . Upon termination of the Executive’s employment with the Trust (within the meaning of subparagraph (c)(1) below) for any reason, the Trust (subject to subparagraph (c)(2) below) shall pay to the Executive the amount credited to his account on and after January 1, 2005, plus earnings thereon (the “Post-2004 Account”) in a single sum within 60 calendar days after such termination of employment. If the Executive’s employment is terminated due to his death, such amount shall be paid to the Executive’s beneficiary, as designated on the attached Exhibit A, within 60 calendar days after the Executive’s death.

(c) Rules to Effect Compliance with (or Exemption from) Section 409A of Code

(1) Termination of Employment . The Executive shall only have incurred a termination of employment from the Trust for purposes of the Post-2004 Account if the Executive has separated from service with all entities in the group of entities under common control with the Trust, within the meaning of sections 414(b) and 414(c) of the Code (using the phrase “at least 50 percent” rather than the phrase “at least 80 percent,” where applicable). The determination of whether the Executive has had a termination of employment from the Trust shall be made by the Executive Compensation and Human Resources Committee of the Board of Trustees of the Trust, applying the rules set forth in Treas. Reg. §1.409A-1(h) and any amendment thereof or successor thereto.

(2) Required Delay for Some Payments . Notwithstanding the payment date set forth in subparagraph (b) above, if the Executive is a “specified employee,” as defined in Treas. Reg. §1.409A-1(i) and any amendment thereof or successor thereto, on the date his termination of employment from the Trust occurs, his Post-2004 Account will not be paid to him under subparagraph (b) above during the first six months after his termination of employment, and will instead be paid to him on the first business day of the seventh calendar month following the calendar month of such termination of employment.

4. Section 409A Compliance . Except for amounts credited to the Executive’s Pre-2005 Account, this Agreement is intended to comply with the requirements of section 409A of the Code and the final regulations issued thereunder and shall be construed and interpreted in accordance therewith in order to avoid the imposition of additional tax hereunder.

5. Agreement Unfunded . This Agreement shall be unfunded and the payment of benefits hereunder shall be made from the general assets of the Trust. Any assets which may be set aside, earmarked or identified as being intended for the payment of benefits under this Agreement shall remain assets of the Trust and shall be subject to the claims of its general creditors. The Executive shall be a general and unsecured creditor of the Trust to the extent of the amount in his accounts, and he shall have no right, title or interest in any specific asset that the Trust may set aside, earmark or identify as for the payment of benefits under this Agreement.

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6. Non-Assignability . No benefits under this Agreement shall be subject in any manner to assignment, anticipation, alienation, sale, transfer, pledge or encumbrance, and any attempt to do so shall be void and unenforceable. Such benefits shall not be subject to or liable for the debts, contracts, liabilities, engagement or torts of the Executive.

7. Amendment and Termination

(a) Pre-2005 Account . As for the Pre-2005 Account, this Agreement may be amended or terminated, in whole or in part, upon the mutual agreement of the Executive and the Trust.

(b) Post-2004 Account . As for the Post-2004 Account, this Agreement may be amended or terminated, in whole or in part, upon the mutual agreement of the Executive and the Trust. However, if terminated, the Post-2004 Account shall be paid to the Executive in a single sum pursuant to the rules set forth in Treas. Reg. §1.409A-3(j)(4)(ix) and any amendment thereof or successor thereto.

8. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Trust, its successors and assigns, and the Executive and his heirs, executors, administrators and legal representatives.

9. Headings . The headings of Paragraphs and subparagraphs of this Agreement are for the convenience of reference only. In the event of a conflict between a heading and the content of a Paragraph or subparagraph, the content of the Paragraph or subparagraph shall control.

10. Governing Law . This Agreement shall be construed in accordance with, and governed by, the laws of the Commonwealth of Pennsylvania (without reference to the principles of conflict of laws).

IN WITNESS WHEREOF, the Trust has caused this Agreement to be duly executed by its duly authorized officer, and the Executive has hereunto set his hand and seal, all as of the day and year first above written.

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EXHIBIT A

NONQUALIFIED SUPPLEMENTAL

EXECUTIVE RETIREMENT AGREEMENT

BENEFICIARY DESIGNATION

This form is for your use pursuant to the Nonqualified Supplemental Executive Retirement Agreement (the “Agreement”), as amended and restated effective as of January 1, 2009, between you and Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the “Trust”), to name a beneficiary for the amount payable to you under the Agreement. You should complete the form, sign it, have it signed by the Trust, and date it.

* * * * *

I understand that, in the event my employment with the Trust is terminated due to my death, the amount payable under the Agreement will be paid in a single sum to the beneficiary designated by me below or, if none or if my designated beneficiary predeceases me, to my surviving spouse or, if none, to my estate. I further understand that the last beneficiary designation filed by me during my lifetime cancels all prior beneficiary designations previously filed by me under the Agreement.

I hereby state that Dorothy A. Riehs, residing at 1344 Barton Drive, Fort Washington, PA 19034, whose Social Security number is XXX-XX-XXXX, is designated as my beneficiary.

A-1

Exhibit 10.10

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

(As Amended and Restated Effective as of December 31, 2008)

This amended and restated SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT, dated as of this 23rd day of December, 2008 (the “Agreement”), is between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the “Trust”), and Edward A. Glickman, an officer of the Trust (the “Executive”).

W I T N E S S E T H :

WHEREAS, the Trust desires to continue to provide additional retirement benefits for the Executive pursuant to an amended and restated Employment Agreement, effective as of December 31, 2008, entered into by the Trust and the Executive;

WHEREAS, the supplemental retirement benefits credited to the Executive’s account before January 1, 2005 were vested upon such crediting so that such benefits (plus earnings thereon) are not subject to the deferred compensation rules set forth in section 409A of the Internal Revenue Code and the final regulations issued thereunder;

WHEREAS, in order to preserve the application of federal tax law other than section 409A to such benefits, the terms and conditions governing such benefits may not be materially modified after October 3, 2004; and

WHEREAS, in order to preserve such terms and conditions and to set forth different terms and conditions applicable to the Executive’s post-2004 benefits, the Trust and the Executive desire to amend and restate the Supplemental Executive Retirement Agreement currently in place between the Trust and the Executive;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Deemed Retirement Contributions . The Trust shall continue to credit to a bookkeeping account (the “Retirement Account”) maintained by the Trust a deemed contribution in the amount of $25,000 as of the first day of the applicable fiscal year of the Trust (beginning with its 2009 fiscal year) that begins during the term of the Executive’s employment under the Employment Agreement, as described in Section 3.1 of the Employment Agreement.

2. Interest . The deemed contributions described in Paragraph 1 above shall earn interest at the rate of 10 percent, compounded annually, through the date the Retirement Account is paid to the Executive or his beneficiary.

3. Vesting . The Executive shall at all times be fully vested in the Retirement Account.

4. Payments to Executive

(a) Pre-2005 Account . Upon termination of the Executive’s employment with the Trust for any reason, the Trust shall pay to the Executive the amount credited to his account as of December 31, 2004, plus earnings thereon after December 31, 2004 (the “Pre-2005 Account”), in a single sum within 60 calendar days after such termination of employment.

(b) Post-2004 Account . Upon termination of the Executive’s employment with the Trust (within the meaning of subsection (c)(1) below) for any reason, the Trust (subject to subsection (c)(2) below) shall pay to the Executive (or, in the event of the Executive’s death, to his beneficiary) the amount credited to his account on and after January 1, 2005, plus earnings thereon (the “Post-2004 Account”), in a single sum within 60 calendar days after such termination of employment.

(c) Rules to Effect Compliance with Section 409A of Code .

(1) Termination of Employment . The Executive shall only have incurred a termination of employment from the Trust for purposes of the Post-2004 Account if the Executive has separated from service with all entities in the group of entities under common control with the Trust, within the meaning of sections 414(b) and 414(c) of the Code (using the phrase “at least 50 percent” rather than the phrase “at least 80 percent,” where applicable). The determination of whether the Executive has had a termination of employment from the Trust shall be made by the Executive Compensation and Human Resources Committee of the Board of Trustees of the Trust, applying the rules set forth in Treas. Reg. §1.409A-1(h) and any amendment thereof or successor thereto.

(2) Required Delay for Some Payments . Notwithstanding the payment date set forth in subsection (b) above, if the Executive is a “specified employee,” as defined in Treas. Reg. §1.409A-1(i) and any amendment thereof or successor thereto, on the date his termination of employment from the Trust occurs, his Post-2004 Account will not be paid to him under subsection (b) above during the first six months after his termination of employment, and will instead be paid to him on the first business day of the seventh calendar month following the calendar month of such termination of employment. Such payment shall instead be paid by the Trust into a “grantor trust” on the date such amount would have been paid to Executive but for such six-month delay. The grantor trust shall be established by the Trust under terms and conditions substantially the same as the terms and conditions approved by the Internal Revenue Service in its Revenue Procedure 92-64, with instructions to the trustee of the grantor trust to make the delayed payment at the time set forth in this paragraph (2), subject to such terms and conditions.

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5. Section 409A Compliance . Except for amounts credited to the Executive’s Pre-2005 Account, this Agreement is intended to comply with the requirements of section 409A of the Code and the final regulations issued thereunder and shall be construed and interpreted in accordance therewith in order to avoid the imposition of additional tax hereunder.

6. Beneficiary . The Executive may designate in writing a beneficiary(ies) to receive the Retirement Account in the event of the Executive’s death. Any such designation may include contingent or successive beneficiaries and need not designate individuals. The Executive may, at any time, change his designation of beneficiary by completing a new written designation, but a designation shall remain in effect until such new written designation is received by the Trust. If the Executive is married on the date of his death and has no properly designated, surviving beneficiary, the Executive’s surviving spouse shall be his beneficiary. If no properly designated beneficiary survives the Executive and the Executive has no surviving spouse on the date of his death, the Executive’s estate shall be his beneficiary.

7. Unfunded Obligation . The Retirement Account shall not be funded outside of the general assets of the Trust prior to its payment. The Executive (and his beneficiary) must look to the general assets of the Trust for the Trust’s performance of its obligations under this Agreement.

8. Rights Not Alienable . The right of the Executive (or his beneficiary) to the Retirement Account shall not be subject to attachment, execution, garnishment, any voluntary or involuntary alienation or assignment, or any other legal or equitable process.

9. Effect on Other Agreements . This Agreement and the Employment Agreement constitute the entire agreement between the parties hereto with respect to the matters contemplated herein and supersede all prior agreements and understandings, whether written or oral, with respect thereto.

10. Withholding . The Trust may withhold from any amounts to be paid to the Executive (or his beneficiary) such amounts as it determines are required to be withheld under the laws or regulations of any governmental authority.

11. Amendment and Termination .

(a) Pre-2005 Account . As for the Pre-2005 Account, this Agreement may be amended or terminated, in whole or in part, upon the mutual agreement of the Executive and the Trust.

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(b) Post-2004 Account . As for the Post-2004 Account, this Agreement may be amended or terminated, in whole or in part, upon the mutual agreement of the Executive and the Trust. However, if terminated, the Post-2004 Account shall be paid to the Executive in a single sum pursuant to the rules set forth in Treas. Reg. § 1.409A-3(j)(4)(ix) and any amendment thereof or successor thereto.

12. Claims Procedure . The procedure for the Executive (or his beneficiary) to present a claim under this Agreement and to appeal any denial thereof is as follows:

(a) Filing of Claim and Notice of Denial . The Executive (or his beneficiary) (the “claimant”) may file a written claim for a benefit under this Agreement with the Trust. In the event the benefit requested by the claimant is denied by the Trust, the claimant shall be given a written notice containing specific reasons for the denial. The written notice shall contain specific reference to the pertinent provisions of this Agreement on which the denial is based. In addition, it shall contain a description of additional material or information necessary (if any) for the claimant to perfect the claim and an explanation of why such material or information is necessary. Further, the notice shall provide appropriate information as to the steps to be taken if the claimant wishes to submit the denied claim for further review.

The written notice shall be given to the claimant within 90 days after receipt of the claim by the Trust unless special circumstances require an extension of time for processing, in which case written notice of the extension shall be furnished to the claimant prior to the termination of the original 90-day period, and such notice shall indicate the special circumstances which make the postponement appropriate. In no event may the extension exceed a total of 180 days from the date of the original receipt of the claim.

(b) Right of Review . In the event the Trust denies the claim, the claimant may make a written request for a full and fair review of the claim and its denial by the Trust. Such written request must be received by the Trust within 60 days after receipt by the claimant of written notice of the denial of the claim.

(c) Decision on Review . A decision shall be rendered by the Trust within 60 days after its receipt of the request for review. However, where special circumstances make a longer period for decision necessary or appropriate, the decision of the Trust may be postponed on written notice to the claimant (prior to the expiration of the initial 60-day period) for an additional 60 days. In no event shall the decision of the Trust be rendered more than 120 days after the receipt of the request for review. Any adverse decision by the Trust shall set forth the specific reason or reasons for the denial and the specific provisions of this Agreement on which the decision is based.

(d) Deemed Denial . If a decision on a claim is not rendered within the time period prescribed in subparagraph (a) or (c) above, the claim shall be deemed denied.

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13. Governing Law . The rights of the parties hereunder shall be governed by Pennsylvania law (without reference to the principles of conflict of laws), to the extent such law is not superseded by Federal law.

14. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto, the successors and assigns of the Trust, and the heirs, executors, and personal representatives of the respective estates of the Executive and his beneficiary.

IN WITNESS WHEREOF, the parties hereto have set their respective hands the day and year first above written.

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Exhibit 10.11

DIVIDEND EQUIVALENT RIGHTS AGREEMENT

(As Restated Effective as of January 1, 2009)

TABLE OF CONTENTS

DIVIDEND EQUIVALENT RIGHTS AGREEMENT

(As Restated Effective as of January 1, 2009)

THIS AGREEMENT is between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the “Trust”), and Edward Glickman (“Executive”).

WHEREAS, the Trust and Executive entered into an amended and restated Employment Agreement, effective January 1, 1999, which, inter alia , granted Executive certain dividend equivalent rights (“DERs”);

WHEREAS, Executive became vested in such DERs before January 1, 2005, so that the terms and conditions of Executives DERs are not subject to the deferred compensation rules set forth in section 409A of the Internal Revenue Code and the final regulations issued thereunder;

WHEREAS, to preserve the application of pre-section 409A tax law to such DERs, such terms and conditions may not be materially modified after October 3, 2004; and

WHEREAS, in order to preserve such terms and conditions, the Trust and Executive desire to set them forth in an agreement separate from Executive’s Employment Agreement;

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto restate such terms and conditions as follows:

ARTICLE I

DEFINITIONS

For the purposes of this Agreement, the following terms shall have the following meanings except where the context indicates otherwise:

1.1 “ Affiliate ” means any person or entity controlling, controlled by, or under common control with, the Trust. “Control,” as used herein, means the power to direct the management and policies of a person or entity directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; the terms “controlling” and “controlled” shall have correlative meanings. Further, any person or entity that owns beneficially, either directly or through one or more intermediaries, more than 20 percent of the ownership interests in a specified entity shall be presumed to control such entity for purposes of this definition.

1.2 “ Board ” shall mean the Board of Trustees of the Trust.

1.3 “ Cause ” shall mean “Cause” as defined in the Prior Employment Agreement.

1.4 “ CEO ” shall mean the Chief Executive Officer of the Trust or a successor thereto.

1.5 “ Change in Control ” shall mean “Change in Control” as defined in the Prior Employment Agreement.

1.6 “ Committee ” shall mean the Executive Compensation and Human Resources Committee of the Board.

1.7 “ Effective Date ” shall mean December 31, 2008.

1.8 “ GAAP ” shall mean generally accepted United States accounting principles.

1.9 “ Good Reason ” shall mean:

(a) a material breach of the Trust’s obligations under Executive’s current Employment Agreement with the Trust, provided that the Trust has not remedied such breach within 20 days after written notice to the Trust of such breach;

(b) the receipt by Executive of written notice from the Trust that the Trust elects not to renew Executive’s current Employment Agreement with the Trust;

(c) Ronald Rubin ceases to be the CEO at any time; or

(d) following a Change in Control, the Trust or any successor thereto does not offer Executive an employment agreement for at least three years that provides (i) the same title and responsibilities as Executive had immediately prior to the Change in Control, (ii) the same or greater compensation and benefits than Executive had immediately prior to the Change in Control, and (iii) that Executive’s primary business office will continue to be located in the metropolitan Philadelphia area.

1.10 “ 1999 Equity Incentive Plan ” shall mean the Pennsylvania Real Estate Investment Trust 1999 Equity Incentive Plan.

1.11 “ Prior Employment Agreement ” shall mean the Employment Agreement, effective as of January 1, 1999, entered into between Executive and the Trust.

1.12 “ Retirement Notice ” shall mean notice by Ronald Rubin to the Board of his intention to cease his services as CEO as of a date no less than 90 days from such notice.

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1.13 “ Shares ” shall mean shares of beneficial interest in the Trust, par value $1.00 per share.

ARTICLE II

DIVIDEND EQUIVALENT RIGHTS AND PAYMENT THEREFOR

2.1 Dividend Equivalent Rights

(a) Under the Prior Employment Agreement, Executive was awarded options for 100,000 Shares under the 1999 Equity Incentive Plan.

(b) Under the Prior Employment Agreement, Executive was also awarded dividend equivalent rights on a notional 50,000 Shares (the “DER Units”), which shall be subject to anti-dilution and other adjustments and related terms as are applicable to the Shares issuable under the options aforesaid and as are appropriate with respect to the DER Units in the judgment of the Committee. Such rights required the Trust to establish a bookkeeping account for Executive and to credit to such Account an amount equal to the dividends to which Executive would have been entitled if Executive had owned the DER Units. Such amounts were, and are to continue to be, credited on the date any such dividends are paid to the Trust’s shareholders; provided, however, that Executive’s bookkeeping account was to be credited with an opening balance equal to the dividends to which Executive would have been entitled if Executive had been awarded the DER Units on January 1, 1999. All of the amounts credited to his bookkeeping account became vested under the Prior Employment Agreement. The amounts credited to his bookkeeping account shall be applied to the exercise price of the Shares issuable under options referred to in Section 2.1(a) above upon the exercise thereof by Executive subject to the limitation that no more than 50% of the exercise price payable by Executive for any such Share shall be satisfied by the application of such amounts. All unapplied amounts in his bookkeeping account shall be paid to Executive in a lump sum upon the earlier of (i) 90 days following the termination of his employment for any reason, or (ii) the expiration or earlier termination of the last to expire or terminate of the options aforesaid. Effective upon the exercise of all or a portion of the options aforesaid, the number of DER Units shall be reduced for purposes of subsequent dividend equivalent credits by one-half of a DER Unit for each Share issuable upon such exercise.

2.2 No Further Obligation . Upon making the payments described in this Article II, the Trust shall have no further obligation to Executive hereunder.

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ARTICLE III

MISCELLANEOUS

3.1 Arbitration

(a) All disputes arising out of or relating to this Agreement that cannot be settled by the parties shall be settled by arbitration in Philadelphia, Pennsylvania, pursuant to the rules and regulations then obtaining of the American Arbitration Association. The decision of the arbitrators shall be final and binding upon the parties, and judgment upon such decision may be entered in any court of competent jurisdiction.

(b) Discovery shall be allowed pursuant to the intendment of the United States Federal Rules of Civil Procedure and as the arbitrators determine appropriate under the circumstances.

(c) The arbitration tribunal shall be formed of three arbitrators, one to be appointed by each party and the third to be appointed by the first two arbitrators. Such arbitrators shall be required to apply the contractual provisions hereof in deciding any matter submitted to them and shall not have any authority, by reason of this Agreement or otherwise, to render a decision that is contrary to the mutual intent of the parties as set forth in this Agreement.

(d) The cost of any arbitration proceeding hereunder shall be paid by the non-prevailing party.

3.2 Assignment . This Agreement shall not be assignable by Executive, and shall be assignable by the Trust only to any person or entity which may become a successor in interest (by purchase of assets or shares, or by merger, or otherwise) to the Trust in the business or a portion of the business presently operated by it or to an Affiliate. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors, assigns, heirs, executors and administrators.

3.3 Notices . All notices hereunder shall be in writing and shall be sufficiently given if hand-delivered, sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested, or by telegram, fax, or telecopy (confirmed by U.S. mail), receipt acknowledged, addressed as set forth below or to such other person and/or at such other address as may be furnished in writing by any party hereto to the other. Any such notice shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor, in all other cases. Any and all service of process and any other notice in any action, suit, or proceeding shall be effective against any party if given as provided in this Agreement; provided that nothing herein shall be deemed to affect the right of any party to serve process in any other manner permitted by law.

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Pennsylvania Real Estate Investment Trust

200 South Broad Street, Third Floor

Philadelphia, PA 19102

Tel: (215) 875-0700

Fax: (215) 547-7311

Attention: Executive Compensation and Human Resources

                  Committee of the Board of Trustees

With a copy to:

Drinker Biddle & Reath LLP

One Logan Square

18 ^th  & Cherry Streets

Philadelphia, PA 19103

Tel: (215) 988-2794

Fax: (215) 988-2757

Attention: Howard A. Blum, Esquire

Edward Glickman

280 Melrose Avenue

Merion, PA 19066

With a copy to:

Eckert Seamans Cherin & Mellott, LLC

Two Liberty Place

50 South 16 ^th Street

Philadelphia, PA 19102

Tel: (215) 851-8422

Fax: (215) 851-8383

Attention: Stephen M. Foxman, Esquire

3.4 Entire Agreement and Modification . This Agreement constitutes the entire agreement between the parties hereto with respect to the matters contemplated herein and supersedes all prior agreements and understandings with respect thereto, including but not limited to the Prior Employment Agreement, as of the Effective Date. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power,

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or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege with respect to any occurrence or be construed as a waiver of any right, remedy, power, or privilege with respect to any other occurrence.

3.5 Governing Law . This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the internal laws of the Commonwealth of Pennsylvania (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law.

3.6 Headings; Counterparts . The headings of Sections and subsections in this Agreement are for convenience only and shall not affect its interpretation. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same Agreement.

3.7 Delegation . Any action hereunder that may be taken or directed by the Board may be delegated by the Board to the Committee or to an individual trustee or officer, and the determination of the Committee or individual shall have the same effect hereunder as a determination of the Board.

3.8 Trust Assets . Executive acknowledges that no trustee, officer, or shareholder of the Trust is liable to Executive in respect of the payments or other matters set forth herein.

3.9 Amendment . No provision of this Agreement may be amended, modified, or waived except in a writing signed by Executive and such officer as may be specifically designated by the Trust to sign on its behalf.

3.10 General Creditor . Nothing contained herein shall create or require the Trust to create a trust of any kind to fund any benefits which may be payable hereunder, and to the extent that Executive acquires a right to receive benefits from the Trust hereunder, such right shall be no greater than the right of any unsecured general creditor of the Trust.

3.11 Section 409A . This Agreement is not subject to the requirements of section 409A of the Code and the final regulations issued thereunder because amounts payable hereunder were earned and vested before January 1, 2005, and thus such amounts (and earnings thereon) are not subject to such section pursuant to Treas. Reg. §1.409A-6(a)(1)(i), and the Agreement shall be construed and interpreted in accordance therewith in order to avoid such coverage.

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IN WITNESS WHEREOF , the parties have executed this Agreement on this 23rd day of December, 2008.

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Exhibit 10.12

AMENDMENT NO. 3

TO THE

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

2003 EQUITY INCENTIVE PLAN

WHEREAS, Pennsylvania Real Estate Investment Trust (the “Trust”) sponsors the Pennsylvania Real Estate Investment Trust 2003 Equity Incentive Plan (the “Plan”);

WHEREAS, the Plan has been amended on two previous occasions;

WHEREAS, Section 9(a) of the Plan provides that, subject to certain inapplicable limitations, the Board of Trustees of the Trust (the “Board”) may amend the Plan; and

WHEREAS, the Board desires to amend the Plan to comply with section 409A of the Internal Revenue Code of 1986, as amended;

NOW, THEREFORE, effective as of January 1, 2009:

1. Subsections (o) and (hh) of Section 2 (Definitions) of the Plan are amended to read as follows:

(o) “ Fair Market Value ” shall mean the following, arrived at by a good faith determination of the Committee:

(1) if there are sales of Shares on a national securities exchange or in an over-the-counter market on the date of grant (or on such other date as value must be determined), then the mean between the highest and lowest quoted selling price on such date; or

(2) if there are no such sales of Shares on the date of grant (or on such other date as value must be determined) but there are such sales on dates within a reasonable period both before and after such date, the weighted average of the means between the highest and lowest selling price on the nearest date before and the nearest date after such date on which there were such sales; or

(3) if paragraphs (1) and (2) above are not applicable, then such other method of determining fair market value as shall be adopted by the Committee.

Where Fair Market Value is determined under paragraph (2) above, the average shall be weighted inversely by the respective number of trading days between the dates of reported sales and the specified valuation date, in accordance with Treas. Reg. §20.2031-2(b)(1) or any successor thereto.

* * * * *

(hh) “ Short-Term Deferral Period ” shall mean, with respect to an amount (including Shares) payable pursuant to an Award, the 2  ¹ / 2 -month period beginning on the day immediately following the last day of the Participant’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture. In no event shall interest be payable to reflect a payment date after the first day of the Short-Term Deferral Period.

2. Subsection (c) (Delivery of Performance Shares) of Section 7.4 (Performance Shares; Performance Goals) of the Plan is amended by adding the following sentence to the end thereof:

Any Shares deliverable pursuant to this subsection (c) shall be delivered no later than the end of the Short-Term Deferral Period, except to the extent such delivery is deferred pursuant to a deferral agreement that complies with section 409A of the Code and the final regulations issued thereunder or any amendment thereof or successor thereto.

3. A new sentence is added to the end of Section 8.3 (Capital Adjustments) of the Plan to read as follows:

No adjustment under this Section shall be made (i) to an outstanding ISO if such adjustment would constitute a modification under section 424(h) of the Code, unless the Participant consents to such adjustment, and (ii) to an outstanding NQSO or SAR if such adjustment would constitute a modification under Treas. Reg. §1.409A-1(b)(5)(v) or any successor thereto, unless the Participant consents to such adjustment.

4. The last sentence of subsection (a) of Section 8.4 (Certain Corporate Transactions) of the Plan is amended to read as follows:

The Committee also may, in its discretion, change the terms of any outstanding Award to reflect any such corporate transaction; provided, that (i) in the case of ISOs, such change would not constitute a “modification” under section 424(h) of the Code unless the Participant consents to the change, and (ii) in the case of NQSOs and SARs, such change would not constitute a modification under Treas. Reg. §1.409A-1(b)(5)(v) or any amendment thereof or successor thereto unless the Participant consents to the change.

IN WITNESS WHEREOF, the Trust has caused these presents to be duly executed this 23rd day of December, 2008.